HomeMy WebLinkAboutC-4051 - PSA for Retail Marketing Program for Three Retail Areas in Newport BeachPROFESSIONAL SERVICES AGREEMENT WITH
BUXTON COMMUNITY ID
FOR A RETAIL MARKETING PROGRAM FOR THREE RETAIL AREAS IN
NEWPORT BEACH
THIS AGREEMENT is made and entered into as of this 10th day of June, 2008, by and
between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and
BUXTON COMPANY, a Texas Corporation whose office is located at 2651 South
Polaris Drive, Forth Worth, Texas, ( "Consultant "), and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City is planning to recruit retail businesses to broaden the scope of products and
services available to residents and visitors, capture sales tax leakage, increase
jobs and enhance retail villages by decreasing vacancies.
C. City desires to engage Consultant to study three retail villages, as established by
the Strategic Plan for Fiscal and Economic Sustainability, for the purpose of
identifying three viable retail business leads for each village and providing
materials and contacts to be used by the City to recruit those businesses
("Project ").
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal members of Consultant for purposes of Project, shall be Lisa Hill,
Territory Business Manager, Amy Wetzel, Senior Vice President, Philip Davis,
Manager /Senior GIS Analyst, Bill R. Shelton, CEcD and Harvey H. Yamagate,
Chief marketing Officer & President and other members of the staff of Buxton
Community ID.
F. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the 30th day of June, 2009, unless terminated earlier as set forth
herein.
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2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference. The
City may elect to delete certain tasks of the Scope of Services at its sole
discretion.
3. TIME OF PERFORMANCE
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. The failure by Consultant to strictly adhere to the schedule may
result in termination of this Agreement by City.
Notwithstanding the foregoing, Consultant shall not be responsible for delays due
to causes beyond Consultant's reasonable control. However, in the case of any
such delay in the services to be provided for the Project, each parry hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.1 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator not later than ten (10) calendar days
after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable
time extensions for unforeseeable delays that are beyond Consultant's
control.
3.2 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the
circumstances, by either telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the services as follows: $15,000 due on execution of
this agreement; $35,000 due upon delivery of the three retail site assessments;
and $25,000 due upon delivery of the nine retail marketing packages (three
appropriate leads for each area). In accordance with the provisions of this
Section and the Schedule of Billing Rates attached hereto as Exhibit B and
incorporated herein by reference. Consultant's compensation for all work
performed in accordance with this Agreement, including all reimbursable items
and subconsultant fees, shall not exceed Seventy-Five Thousand Dollars
($75,000) 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.
4.1 Consultant shall submit invoices to City describing the work performed.
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
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performed., City shall pay Consultant no later than thirty (30) days after
approval of the invoice by City staff.
4.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing
in advance by City. Unless otherwise approved, such costs shall be
limited and include nothing more than the following costs incurred by
Consultant:
A. The actual costs of subconsultants for performance of any of the
services that Consultant agrees to render pursuant to this
Agreement, which have been approved in advance by City and
awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and/or other costs and/or payments specifically
authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
4.3 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra
Work" means any work that is determined by City to be necessary for the
proper completion of the Project, but which is not included within the
Scope of Services and which the parties did not reasonably anticipate
would be necessary at the execution of this Agreement. Compensation
for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
4.4 Notwithstanding any other provision of this Agreement, when payments
made by City equal 90% of the maximum fee provided for in this
Agreement, no further payments shall be made until City has accepted the
final work under this Agreement.
5. PROJECT MANAGER
Consultant shall designate a Project Manager, who shall coordinate all phases of
the Project. This Project Manager shall be available to City at all reasonable times
during the Agreement term. Consultant has designated Lisa Hill 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.
Consultant, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
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6. ADMINISTRATION
This Agreement will be administered by the Economic Development Division of
the Planning Department. Leigh M. De Santis, Economic Development
Administrator shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator or his/her
authorized representative shall represent City in all matters pertaining to the
services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Consultant in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
A. 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.
B. Provide blueprinting and other services through City's reproduction
company for bid documents. Consultant will be required to coordinate the
required bid documents with City's reproduction company. All other
reproduction will be the responsibility of Consultant and as defined above.
C. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
8. STANDARD OF CARE
8.1 All of the services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and
technical personnel required to perform the services required by this
Agreement, and that it will perform all services in a manner commensurate
with community professional standards. All services shall be performed
by qualified and experienced personnel who are not employed by City, nor
have any contractual relationship with City. By delivery of completed
work, Consultant certifies that the work conforms to the requirements of
this Agreement and all applicable federal, state and local laws and the
professional standard of care.
8.2 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature that is legally required of Consultant to practice its
profession. Consultant shall maintain a City of Newport Beach business
license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by
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reason of strikes, lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Consultant's work
promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
9. HOLD HARMLESS
To the fullest extent permitted by law, Consultant shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties ") from and
against any and all claims (including, without limitation, claims for bodily injury,
death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses
(including, without limitation, attorney's fees, disbursements and court costs) of
every kind and nature whatsoever (individually, a Claim; collectively, "Claims "),
which may arise from or in any manner relate (directly or indirectly) to any breach
of the terms and conditions of this Agreement, any work performed or services
provided under this Agreement including, without limitation, defects in
workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent and /or willful acts, errors and /or omissions of
Consultant, its principals, officers, agents, employees, vendors, suppliers,
consultants, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any
action on or to enforce the terms of this Agreement. This indemnity shall apply to
all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by the Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis and
Consultant is not an agent or employee of City. The manner and means of
conducting the work are under the control of Consultant, except to the extent they
are limited by statute, rule or regulation and the expressed terms of this Agreement.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or
any of Consultant's employees or agents, to be the agents or employees of City.
Consultant shall have the responsibility for and control over the means of
performing the work, provided that Consultant is in compliance with the terms of
this Agreement. Anything in this Agreement that may appear to give City the right
to direct Consultant as to the details of the performance or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of
City with respect to the results of the services.
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11. COOPERATION
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Consultant agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the
work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and /or his /her
duly authorized designee informed on a regular basis regarding the status and
progress of the Project, activities performed and planned, and any meetings that
have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of work. Consultant shall obtain, provide and maintain at its own expense during
the term of this Agreement, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Consultant shall provide certificates of
insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Requirements.
Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation Insurance and Employer's Liability
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Insurance for his or her employees in accordance with the laws of
the State of California. In addition, Consultant shall require each
subcontractor to similarly maintain Workers' Compensation
Insurance and Employer's Liability Insurance in accordance with
the laws of the State of California for all of the subcontractor's
employees. Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers, agents,
employees and volunteers for losses arising from work performed
by Consultant for City.
ii. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than two million
dollars ($2,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
iii. Automobile Liability Coverage. Consultant shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the Consultant arising out of or in connection with
work to be performed under this Agreement, including coverage for
any owned, hired, non -owned or rented vehicles, in an amount not
less than two million dollars ($2,000,000) combined single limit for
each occurrence.
iv. Professional Errors and Omissions Insurance. Consultant shall
maintain professional errors and omissions insurance, which covers
the services to be performed in connection with this Agreement in
the minimum amount of two million dollars ($2,000,000).
E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
i. The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Consultant.
ii. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Consultant's operations or services
provided to City. Any insurance maintained by City, including any
self- insured retention City may have, shall be considered excess
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insurance only and not contributory with the insurance provided
hereunder.
iii. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
V. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
vi. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either party
except after thirty (30) calendar days (10 calendar days written
notice of non - payment of premium) written notice has been
received by City.
F. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Consultant's performance under this Agreement.
G. Additional Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Consultant, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Consultant is a partnership or joint- venture or syndicate or 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 parties recognize that a substantial inducement to City for entering into this.
Agreement is the professional reputation, experience and competence of
Consultant. Assignments of any or all rights, duties or obligations of the
Consultant under this Agreement will be permitted only with the express written
consent of City. Consultant shall not subcontract any portion of the work to be
performed under this Agreement without the prior written authorization of City.
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17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents "), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and
City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for
reuse by City or others on any other project. Any use of completed Documents
for other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to
Consultant's deliverables under this Agreement by City or persons other than
Consultant is waived against Consultant and City assumes full responsibility for
such changes unless City has given Consultant prior notice and has received
from Consultant written consent for such changes.
18. COMPUTER DELIVERABLES
Consultant shall be providing the City with its SCOUT software package for the
City/'s use without monthly maintenance fee for one year from date of
installation. Consultant shall be responsible for insuring that it is compatible with
City computer systems. Along with SCOUT the City is to receive Two Marketing
(Pursuit) Packages at not cost. The City, at its sole option, may choose to
subscribe to SCOUT at the end its initial use as cover by this agreement. The
fee for continued subscription shall be One Thousand ($1,000) Dollars per
month.
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
20. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement of any
United States' letters patent, trademark, or copyright infringement, including costs,
contained in Consultant's drawings and specifications provided under this
Agreement.
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21. RECORDS
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Consultant shall keep records and invoices in connection with the work to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and
make transcripts or copies of such records and invoices during regular business
hours. Consultant shall allow inspection of all work, data, Documents, proceedings
and activities related to the Agreement for a period of three (3) years from the date
of final payment to Consultant under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be
deemed to constitute a failure to pay according to the terms of this Agreement.
Consultant shall not discontinue work as a result of such withholding. Consultant
shall have an immediate right to appeal to the City Manager or his/her designee
with respect to such disputed sums. Consultant shall be entitled to receive
interest on any withheld sums at the rate of return that City earned on its
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 borne by Consultant. Nothing in this paragraph is
intended to limit City's rights under the law or any other sections of this
Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
25. CONFLICTS OF INTEREST
The Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such
persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this Agreement, and (2) prohibits such
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persons from making, or participating in making, decisions that will foreseeably
financially affect such interest.
If subject to the Act, Consultant shall conform to all requirements of the Act.
Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold
harmless City for any and all claims for damages resulting from Consultant's
violation of this Section.
26. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third business day after the deposit thereof
in the United States mail, postage prepaid, first -class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from
Consultant to City shall be addressed to City at:
Attn: Leigh M. De Santis
Economic Development/Planning Department
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA, 92663
Phone: 949 -644 -3207
Fax: 949 -644 -3224
All notices, demands, requests or approvals from CITY to Consultant shall be
addressed to Consultant at:
Attention: David Glover, CFO
2651 South Polaris Drive
Fort Worth, Texas 76137
Phone: 817-332-3681
Fax: 817- 332 -3686
27. TERMINATION
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.
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Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
seven (7) calendar days prior written notice to Consultant. In the event of
termination under this Section, City shall pay Consultant for services satisfactorily
performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information
developed or accumulated in the performance of this Agreement, whether in draft
or final form.
28. COMPLIANCE WITH ALL LAWS
Consultant shall at its own cost and expense comply with all statutes,
ordinances, regulations and requirements of all governmental entities, including
federal, state, county or municipal, whether now in force or hereinafter enacted.
In addition, all work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
29. WAIVER
A waiver by either party of any breach, of any term, covenant or condition
contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
30. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
31. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and
the Scope of Services or any other attachments attached hereto, the terms of this
Agreement shall govern.
32. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by
reason of the authorship of the Agreement or any other rule of construction which
might otherwise apply.
33. AMENDMENTS
This Agreement may be modified or amended only by a written document executed
by both Consultant and City and approved as to form by the City Attorney.
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34. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
35. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters
relating to it and any action brought relating to this Agreement shall be adjudicated
in a court of competent jurisdiction in the County of Orange.
36. EQUAL OPPORTUNITY EMPLOYMENT
Consultant represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment
because of race, religion, color, national origin, handicap, ancestry, sex or age.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
City Attorney
for the City of Newport Beach
ATTEST:
LaJVonne Harkless,
City Clerk
CITY V NEWPORTPgACH,
A M ieypal Qo(prat
for the City of Newport Beach
CONSULTANT:
By:
efim/4-$--
v----rC-orporaYe Officer)
Title: CW
Print Name: ,� I 1/�yVl/�'�
By:
Financial Office
Title: C-00
Print Name: COAZL�S W WE7ZQL
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
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? CommunitylU
Proposal to Develop:
A RETAIL ECONOMIC DEVELOPMENT
STRATEGY
For:
City of Newport Beach, CA
From:
Lisa Hill
May 15, 2008
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INDEX
EXECUTIVE SUMMARY
II. INTRODUCTION TO BUXTON
III. NEEDS /CHALLENGES
IV. GOALS/DESIRED RESULTS
V. PROCEDURES/SCOPE OF WORK
VI. PROJECT TEAM
VII. PROJECT REQUIREMENTS
VIII. TIMELINE
IX. FEES FOR SERVICES
X. SIGNATURE PAGE
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I. EXECUTIVE SUMMARY
CommunityllY
Buxton's Community /D® program is a total retail identification and marketing
program designed for community economic development programs. Per this
contract, Buxton agrees to analyze three (3) commercial villages and /or retail
sub -areas in order to determine the overall retail potential for each.
Buxton integrated proprietary technical capabilities with more than 500
cumulative years experience in retail management and local economic
development to create Community /De. This unique strategy has brought both
innovation and a disciplined approach to municipal retail development efforts.
Trade area, based on our drive -time methodology, will be determined for each
commercial village. Psychographic analysis will be done for each trade area to
determine buying power, lifestyle characteristics, and consumer profiles for
customers within the trade area. In addition, market viability will be determined
for each trade area to identify the most sustainable retail /restaurant concepts.
A retail leakage and surplus analysis will be done to analyze gap and overlap in
the market.
An overall retail concept list will be provided for each studied site. The City of
Newport Beach will then be asked to select the top six (6) desired concepts for
each site for the creation of marketing packages. Buxton will design these
packages on behalf of the City of Newport Beach in order to speak each specific
retailer's language. The packages are tailored to fit the profile of the retailer, as it
aligns with the City of Newport Beach.
During the 60 business days it takes to complete Community /EO, civic leaders
are actively involved in the process and make important decisions that guide the
direction and results. The four main phases of the process are:
Researching and Verifying Newport Beach's Retail Trade Area
This phase starts with the in -depth collection of the same location variables that
Buxton uses to qualify locations for retail clients. Because of Buxton's unique
capabilities, we can translate this retail - specific information into market
intelligence that community leaders need to attract and grow their retail sectors.
Evaluating Newport Beach's Retail Potential
The evaluation phase will clarify what makes Newport Beach distinctive and
valuable from a retailer's viewpoint. Through daily involvement in retail location
analysis, Buxton has acquired the unmatched ability to evaluate a community's
retail potential.
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Matching Retailers and Restaurants to Newport Beach's Market Potential
The consumer profile of Newport Beach's trade area will be matched against the
customer profiles of over 5,000 retailers and restaurants in Buxton's proprietary
database. The final match list is developed with the input of community leaders
so that it reflects the needs and desires of the residents.
Delivering Newport Beach's Marketing Packages
Individual marketing (pursuit) packages for each retailer match are delivered in
both hard copy and in SCOUT®. Our exclusive online marketing system,
SCOUT@ helps you to showcase your city in the best light. it gives you the ability
to create presentations and quality documents and to share information in the
match reports.
With Community /Dv, N ewport Beach can unleash its full retail potential, seize
new retail opportunities and expand existing businesses.
The signing of this agreement seals a lifetime partnership between the City of
Newport Beach and Buxton.
This agreement includes the following:
• Admission to (6) webinars per year
• An invitation to the Buxton reception with retail clients at ICSC
• Permission to use the Buxton booth at ICSC to host meetings with potential
retail concepts and the ability to distribute marketing materials to potential
retailers and developers
• Ongoing support for the life of the project
0 F %- Communityll7
II. INTRODUCTION TO BUXTON
Since our founding in 1994, Buxton has been a leading force in retail location and
development. We are recognized for creating solutions that provide results.
Buxton began as a service to help retaile
decisions by understanding their customers
markets. Buxton leaders soon realized that
location and market analysis could also be
desiring retail expansion. Please note that i n
inclusive of all retail concepts.
CommunitylD®
rs make informed site selection
and precisely determining their
the company's expertise in retail
leveraged to benefit communities
this proposal the term "retail" is
Designed specifically for use in community economic development programs,
Buxton's Community /1)v process has assisted more than 350 public sector
clients nationwide, resulting in the development of more than 15 million square
feet of retail space. We integrate our impressive technical capabilities with more
than 500 cumulative years of retail management and local economic
development experience to help municipalities achieve their retail goals.
More than simply providing data, Community /D® supplies custom marketing
materials and strategies targeting the unique location requirements of retailers,
developers and commercial real estate brokers. Community /t6 clients achieve
outstanding success using our tools for retail identification, selection and
recruitment. And our clients benefit from our unique understanding of retail site
selection from the retailer's point of view. The combination of technical expertise
and professional guidance gives municipalities the capacity to immediately
implement an effective retail development program.
Benefits of CommunitylD®
With Community/De you have immediate access to:
• Retail Industry Expertise. Gain a competitive position by working with
professionals who have years of retail management experience plus
current insights into your community and site selection processes and
trends.
• Community Development Best Practices. Expand and sharpen your
retail development focus by incorporating best practices discovered by
Buxton through daily work with municipalities across the nation.
• Proprietary Systems. Gather useful information by having Buxton's
technology specialists analyze your trade area accessing data stored on
Buxton's in -house databases.
0
CommunityllY
• Personalized Content. Advance your retail recruitment program by
receiving personal guidance from our staff and ongoing insight into key
industry topics via our monthly e- newsletter, webcasts and other
interactive tools.
• Long -Term Partnership. As a Buxton client and partner you have
unlimited access to our staff to help optimize your marketing efforts at the
International Council of Shopping Centers (ICSC) annual meeting in Las
Vegas, NV.
• Marketing Data and Tools. Enhance your marketing messages and
presentations by using SCOUT®, Buxton's online trade area database
and marketing tool, available to you for one year after project delivery.
• Add-On Research. Keep your Community /D� updated and focused by
getting special rates on additional research, including retail marketing
packages and refreshes of basic information.
III. NEEDS /CHALLENGES
411 CommunitylLY
Newport Beach wants to understand and then capitalize on the retail
development opportunities.
As communities increasingly compete for retail dollars, attracting the attention of
retailers has become more challenging than ever. Marketing your community
plays a dominant role in today's competitive economy. The challenge for the
community is to attract retailers and developers by providing trade area
information that is complete, accurate and up-to -date.
Using our proprietary methodologies, Buxton will collect and analyze your
community's trade area information and give it to you in a format that is easy -to-
use and appealing to real estate executives and developers. The best
information, however, is useless without a plan for using it. Much more than data
collection, Community /DO is an execution strategy that can help you build or
revitalize your existing marketing and economic development program.
With CommunitylDV,y ou will be prepared to:
• Achieve your retail potential by establishing a long -term partnership with
Buxton
• Integrate retail development into your economic development program
• Increase your success by preparing Newport Beach to meet the needs of
retailers
• Effectively position your community by leveraging your locations'
strengths and minimizing weaknesses
• Convey Newport Beach's advantages over competitors' advantages
• Establish credibility with retail decision makers
• Maximize time and resources by not pursuing unqualified prospects
• Win the confidence and trust of prospects by understanding their priorities
• Use competitive analysis to close the sale
Buxton
Communityit7
IV. GOALS AND DESIRED RESULTS
The primary goal of Community /DO is to prepare Newport Beach to successfully
expand its retail sector.
Community /D® serves as the framework for developing a sustainable marketing
program that not only achieves short-term goals but also endures to ensure the
economic viability of the retail sector over the long -term. Such a marketing
program will bring the following desired results:
• Residents' desires to shop and dine at home will be fulfilled
• Retail leakage will be minimized
• Tax revenues (property and sale /use taxes) will increase
• Employment opportunities will grow
• Newport Beach's ability to capture other economic opportunities will be
enhanced
Buxton
V. PROCEDURES /SCOPE OF WORK
CommunityKY
Once you have engaged Buxton to work with you in developing Community /D, a
project team will be assigned to guide you through the entire process —from
initial data collection to final presentation of the results. This team consists of:
Client services manager, Denise Barley, who will serve as your primary
source of communication during the project
Geographic Information System specialist, who will analyze your trade
areas and create customized maps and reports
Professionals with backgrounds as retail executives and economic
development practitioners, who will address your unique challenges and
help maximize Newport Beach's retail opportunities
Staff Visits
During visits to the community, Buxton's staff is able to make clear and candid
assessments of the community's strengths, weaknesses and potential by using
the same analytical programs and location matrixes that are used to qualify
communities and sites for our retail clients. Our daily involvement with over 1,700
retail and restaurant clients in finding optimal locations keeps us current on retail
location trends. This provides a rational and analytical basis for helping Newport
Beach decide how to best focus resources on the most promising retail
opportunities.
Data Collection
Buxton uses over 250 consumer and business databases that are updated
throughout the year, and in some cases, every month. Although it is possible to
obtain these databases for less expense on a community or regional basis,
Buxton buys and is licensed to use the complete U.S. datasets. With this
information Buxton will compare Newport Beach's potential location to the
universe of all retail locations operating in the U.S.
The following are some of the more well -known sources used in our studies, but
there are dozens more that we employ to provide additional insight:
• Mediamark
• Acxiom
• InfoUSA
• Claritas
• National Research Bureau
• Navteq Geographic Data
• Dunn & Bradstreet Business Data
0
Identify Market Influencers
Fit CommunityllY
All communities have special and often unique features that impact the local
retail market and have to be taken into consideration to fully understand the
market potential of the community. Such influencers include larger ethnic
populations, significant new or expanded developments, military bases,
universities and colleges, destination tourist attractions, prisons, medical facilities
or major employers.
After identifying these market influencers in your community, Buxton will quantify
and qualify their influence on the retail market and help to match retailers that
can capitalize on these customer bases.
You will benefit from the project team's expertise and insight in these four areas:
1. Researching and verifying Newport Beach's retail trade area
2. Evaluating Newport Beach's retail potential
3. Matching retailers and restaurants to Newport Beach's market potential
4. Delivering Newport Beach's marketing packages
These four major components comprise the Community/D8 process. Each
component is explained in detail as follows:
1. Researching and Verifying Newport Beach's Retail Trade Area
The location decision process for all retailers begins with the collection, analysis
and evaluation of numerous location variables such as demand density,
customer buying habits, economic trends, competition, traffic volumes, and
available sites, to name a few.
The Community /D® process for Newport Beach will also start with the in -depth
collection of data using the same location variables that we use for our retail
clients to qualify sites for the location of their retail stores and restaurants. One
goal is to define current retail situations in Newport Beach, in the trade area and
in any neighboring communities that impact on Newport Beach's retail
environment. The other goal is to understand the community's expectations and
desires. This analysis includes personal visits to the community, collection of
data components necessary to conduct the analysis and identification of market
influencers.
0
Drive -Time Trade Area Definition
CommunityllY
Customers today shop by convenience, measuring distance based on time, not
mileage. Community /DO will employ a custom drive -time analysis to determine
Newport Beach's trade area. An example of a drive -time trade area is shown in
Figural.
This custom analysis is developed using an in -house database supported by our
knowledge of individual retail client's actual trade areas.
The resulting drive -time trade area map will be a polygon that more accurately
depicts consumer shopping patterns than trade rings.
To assure the accuracy of the drive -time trade area, the draft maps are reviewed
with community leaders and verified before proceeding with the next step.
Figure 1.Example - Drive -Time Trade Area
0
2. Evaluating Newport Beach's Retail Potential
CommunitylU
The purpose of the evaluation phase is to understand what makes Newport
Beach distinctive and valuable from a retailer's viewpoint and scrutiny.
Our evaluations capitalize on Buxton's knowledge about the retail marketplace
and the location requirements and expectations of retailers. Combining this
knowledge with our economic development competencies allow us to evaluate
and recommend proven community practices. Our evaluations do not rely on
dated government research or national /state statistics, all of which fail to reflect
local realities. Rather, we implement our real -world experience gained from
working with municipalities that have opened more than 15 million square feet of
new or expanded retail space. We know how to help Newport Beach sharpen
your retail marketing strategy, aggressively market the city and improve your
competitive performance.
Retail Leakage /Supply Analysis
The Retail Leakage/Supply Analysis provides an estimate of retail dollars flowing
in or out of the trade area.
The two main components of this analysis are: 1) current actual sales (supply) by
retail store type and products, in dollar amounts, and 2) estimated sales potential
(demand) for retail store type and products, in dollar amounts.
We first calculate a sales gap index that illustrates your ability to capture your
residents' expenditures. An example of this index is shown in Figure 2.
The sales gap index provides a relative comparison of leakage/surplus and an
estimate of the dollars that are being spent outside the trade area (leakage) and
the amount of dollars coming in from outside the trade area (surplus).
This report can be run via SCOUT at any location within the map view.
Figure 2.Example - Sale Gap Index
10
•
Customer Profiling
CommunityRY
The Community /D® process will identify and analyze all the households in
Newport Beach's drive -time trade area. Based on more than 4,500 categories of
lifestyles, purchase behaviors and media reading and viewing habits
(psychographics), the households in your trade area are assessed to gain an
understanding of the types of retailers that would be attracted to your community.
Our in -house databases include both traditional demographic data and the most
current psychographic lifestyle information for over 120 million households in the
United States (as well as up to seven individuals living in each of these
households).
Each household in a trade area falls into one of 66 market segments reflecting
the buying habits of customers in the household. The blue line in Figure 3
graphically profiles the households in a city's trade area.
Figure 3: Example - Psychographic Profile
123*6679
Buxton
Retail Site Assessment
CommunityllY
Buxton will analyze up to three (3) distinct retail locations, selected by Newport
Beach. Based on our collective experience in retail locations, the following
factors are considered:
• Psychographic analysis of households in trade area
• Demand for retail goods and services
• Site setting, situation and configuration
• Growth plans and relevant development
• Retail goals of the community
Newport Beach to select the retail site to be used for retail matching.
Buxton will develop a demand density profile of Newport Beach's three (3)
distinct trade areas. Demand density measures the bottom -line value of the
customers in the trade area —who they are, how many there are and what they
buy. One of the significant advantages of Buxton is our ability to take the
demand density data and to creatively translate it into a proactive market strategy
tailored to take advantage of Newport Beach's strengths and to achieve its retail
goals.
3. Matching Retailers and Restaurants to Newport Beach's Market
Potential
Once the consumer profiles in Newport Beach's trade area have been
determined, the Community /Dl� process will match these profiles against the
customer profiles of 5,000+ retailers in our proprietary database.
In Figure 4, the blue line indicates the customer profile of households in a
community's trade area. The red line represents a specific retailer's customer
profile. A similarity between the two profiles as shown in Figure 4 analyzed using
Buxton's proprietary retail matching algorithm concludes that this site is an
opportunity for a specific retailer to open a successful store.
This matching results in a list of possible retailers. To develop the preliminary
retail match list, Buxton analyzes a number of factors about each possible retailer
to qualify it. This analysis is designed to eliminate those retailers that for any
reason would not be a candidate for Newport Beach. Considered in this analysis
are such factors as, verification of a retailer currently operating or expanding into
your market, location of operations in similar cities, and competition and
cannibalization from nearby locations.
Once this analysis is complete, the preliminary list of retailers will be discussed
and reviewed with Newport Beach. Based on the selections by the sponsor, a
final list of up to six (6) retailers, per site studied, will be created for the
development of marketing (pursuit) packages.
E
Fit CommunitylllY
4. Delivering Newport Beach's Marketing Packages
Buxton will assemble individualized marketing (pursuit) packages for each
targeted retailer. At Newport Beach's request, Buxton will customize each
marketing package for presentation to individual retailers, developers, real estate
brokers or potential franchisees. Because it is tailored to the specific needs of the
target audience, each marketing package is ready to use as collateral marketing
materials providing compelling and precise information that demonstrates
Newport Beach's qualifications as a location.
Each marketing package contains:
1. Map of the retail site and trade area
2. Map of retailer's potential customers
3. Retailer match report that compares the site's trade area
characteristics with the retailer's locations in similar trade areas
4. Demographic and psychographic profiles of the households in the
trade area
5. Contact information for the person at the retailer who has location
decision responsibilities
Community /D® targets not only specific companies but also the individual in the
company who has the responsibility for location decisions. To provide the best
possible reception when Newport Beach contacts the targeted retailer, Buxton
notifies each company that Newport Beach has been qualified by Buxton as a
potential viable location for a store, restaurant or development and should expect
to be contacted by a representative of the city.
Burton 13
Communitylt7
Figure 5: Example - Retail Match Report (Retail Match Report summarizes a city's
location advantages for a specific retailer).
Buxton 14
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•
DELIVERABLES
rt, CommunitylU
Community /D® deliverables will be presented to Newport Beach in two bound
hard copies and in SCOUT ®, an electronic format (described below).
SCOUT® is an online marketing system that will allow you to effectively use
Community /DO by enabling you to showcase your selected retail sites to achieve
maximum results. You can access Community /irk reports via SCOUT® to
reproduce maps, site- specific data and generate your own custom marketing
presentations.
With SCOUT® you are directly tied to Newport Beach password protected data,
maintained and updated in Buxton's databanks. Using your computer you can
tailor reports and presentations and immediately respond to questions or
information requests from retailers or developers. SCOUT® allows you to:
• Graphically display and count the households that appeal to specific target
retailers
• Manage all your retail- specific data, from maps to photos to zoning
information, in a central location
• Merge your community's existing marketing materials with Community /D's
• Select the information that best makes your case
• Store and retrieve information on retail buildings and sites
• Organize all relevant retail information in a central data center
• Present all materials electronically to recruit retailers and developers
Deliverables include the following:
• Drive Time Trade Area Maps — Three (3) maps, one per site
• Retail Site Assessment — includes Retail Leakage /Supply Analysis and
Customer Profile for each of the three (3) sites studied
• Retail Match Lists of overall retail opportunities for each of the three (3)
areas, Newport Beach may select six (6) retailers per site (18 total) to build
Pursuit Packages for recruiting efforts
• Final Reports and Marketing (Pursuit) Packages - Newport Beach will
receive two hard copies, a PDF version and each of the 18 marketing
packages will be loaded onto SCOUT for the City's use
• An electronic presentation highlighting the Community /D® process and
findings will be a part of the deliverables. It is designed for local
presentations to chambers of commerce, civic clubs and other groups
interested in the retail development of Newport Beach.
16
M rl CommunityllY
Details about the Marketing (Pursuit) packages:
The City of Newport Beach will receive a list over the overall retail opportunity for
each of the 3 villages selected. Every retail /restaurant opportunity that is a match
based on your customer picture will be provided for your review. Whether you
have 30 or 3000 retail matches per site, we will give you a list of your entire retail
opportunity. At that point, Buxton will allow the City of Newport Beach to select 6
Retailer per site (18 total) to build pursuit packages for the purpose of
recruitment. The Pursuit package allows you to showcase your community to a
specific retailer in a manner of relevance to them (customer data, market viability,
trade area, square footage requirements, growth patterns, comparable markets
and trade areas, etc). You will receive two hard copies of each package; in
addition to a PDF version. Also, each of the 18 marketing packages will be
loaded onto SCOUT for your use.
17
01i Community /9
VI. PROJECT TEAM
Team members for your project will include Buxton personnel with strong retail
and economic development backgrounds as well those from operations: the
Territory Business Manager, appropriate Senior Vice President and Client
Services representative.
W1 L -A � Lisa Hill
Territory Business Manager
Community/0° Division
As a Community /CP territory business manager, Lisa works with municipalities in
their retail economic development efforts. By understanding what retailers need
to make site selection decisions, Lisa enables community leaders to understand
and 'speak retail.* Prior to covering California, she focused on communities in
Missouri and Kansas. Lisa brings a strong knowledge of the Community/ce retail
economic development strategy and a solid background in client service to her
position. Lisa received her S.A. degree from Texas Wesleyan University and is a
member of the International Council of Shopping Centers (ICSC).
�l Amy Wetzel
Senior Vice President,
Community /DO Division,
Western Region
Amy brings more than 15 years of marketing, retail and business development
experience to her position. Prior to joining Buxton, Amy held positions with the
Colleyville (Texas) Chamber of Commerce, Baylor Health Care System and
Andersen. Amy has worked v6th numerous communities to establish or enhance
their retail recruitment strategies and has been a featured presenter at many
organizations, Including the Association of Washington Cities, the Urban Land
Institute, the National League of Cities, and the League of California Cities. She
is a member of the California Association of Local Economic Developers, the
California Redevelopment Association and the Association of Washington Cities.
Amy holds a bachelors degree in communications from Baylor University.
BUS can is
• 0 1 Community19
I
Philip Davis
Manager /Senior GIS Analyst
Community /Da Division
As senior analyst for the Community,00 division, Philip oversees every aspect of
Community /Da projects In Buxton's GIS department. His duties include
supervising daily operations, working with clients, managing projects and serving
as a liaison between analysts and the sales team. Philip has managed the GIS
function for more than 350 Community /D?l projects for such clients as San Jose,
CA; Atlanta, GA.; and Birmingham, AL, Working on projects for two divisions In
the company has given Philip a complete understanding of both the retail
industry and municipal needs, adding to his expertise in community retail
recruitment. Philip graduated from the University of North Texas with a degree in
Geography.
Bill R. Shelton, CEcD
Partner
CommunitylDs Division
Bill is a founding partner of Community /D'? Buxton's retail development program
for communities. For more than 20 years, Bill worked for the Fort Worth Chamber
of Commerce, serving 16 years as its president. He is a Certified Economic
Developer and is past chair of the American Economic Development Council. A
founding member of the Texas Economic Development Council, he has served
as the organization's president. Bill was honored with a lifetime membership to
the International Economic Development Council. Bill's professional service also
Includes serving as dean of the Basic Economic Development Course at Texas
A &M University. Bill holds a bachelor's degree in marketing from the University of
Texas at Austin, and he completed post- graduate studies at Texas A&M
University.
19
•
Harvey H. Yamagata
Chief Marketing Officer & President
Community /D10 Division
le,J CommunityV
Clients benefit from the expertise Harvey has gained during 35 years in retail,
including leadership roles in brick and mortar, catalog and website retailing. His
20 -year career at Tandy Corporation covered the time when the company grew
from $350 million to $3.5 billion in sales and took him from retailing in Europe to
opening distributors in Asia. He headed the marketing efforts of the RadioShack
Business Products division at a time when they held the major share in the
burgeoning personal computer market. Harvey received a bachelor's degree
from the University of Wisconsin and a master of business administration degree
from Texas Christian University.
20
•
VII. PROJECT REQUIREMENTS
Cvmmun'Ity1D'
To effectively initiate this project, we request that you provide the following:
1. Project Liaison
• Newport Beach will designate a project manager (Lisa Hill) who will serve
as Buxton's primary contact during the project.
2. Community Information and Reports
• City logo (vector file — request your ad agency and /or printer)
• Addresses and descriptive information for up to three sites that will be
evaluated
• Current traffic count data
• List of planned retail, commercial or mixed use (either proposed or in
development) in the community
• List of major, national or regional retailers that have closed, left or moved
from the community
• General community marketing materials, data and economic reports
Project Launch
A conference call with representatives of Newport Beach and the Buxton Project
Team will officially launch the project. The project launch will occur when:
1. An agreement is executed
2. The initial payment is received, and
3. The Community Information and Reports are received
21
•
VIII. TIMELINE
rt Community /U
The following timeline is sequential and cumulative. It starts on the day of the
project launch conference call.
Business Days
Client Responsibilities
Buxton Responsibilities
Start
Provide to Buxton all necessary
community information.
Day 1
Participate in the launch call.
Participate in the launch call.
Day 6
Trade Area Map ships.
Day 13
Approve Trade Area Map.
Day 18
Retail Site Assessment
ships.
Approve Retail Site Assessment
Day 25
and submit selection of site for
retail matching.
Day 40
Retail Match List ships.
Submit selections of all retail
Day 50
matches to be included in the
Final Report and Retail Marketing
Packages.
Day 60
Final Report and Retail
Marketing Packages ship.
By adhering to this timeline, the CommunitylDv deliverables (Retail Match
Reports — both the hard -copy and SCOUT®, the electronic version) will be sent
on or before 60 -days after the launch date.
Any missed target dates can delay the final delivery date. If there are extenuating
circumstances that prevent target dates from being met, a new timeline will be
developed.
Delays of more than 45 days in timeline schedule by the community will result in
an administrative fee of five percent (5 %) of the contract price to be charged.
22
IX. FEE FOR SERVICES
FA Communkylff
The Cost of Community /Dv is $75,000; payable as follows:
1. $15,000 due upon execution of this agreement
2. $35,000 due upon delivery of retail site assessment
3. $25,000 due upon delivery of retail marketing packages
Hard copies of all Community /D® deliverables including marketing packages will
be provided.
SCOUT® will be delivered for one -year with this agreement and includes the
following:
1. Waived -Monthly maintenance fee of $1,000 per month
2. Two Marketing (Pursuit) Packages at no cost
After the first year SCOUT® will be available for a $1,000 per month maintenance
fee that is not included in this agreement.
For services specifically requested by Newport Beach and performed by Buxton
outside the scope of this agreement, an hourly rate of $200 will apply.
Additional Research Services (post analysis)
Marketing (Pursuit) Packages (Match reports for additional specific retailers)
- Includes two bound hard copies and an electronic version $1,500
Buigoir
23
ClinntJf- RIO
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07113107
07113/08
EACH OCCURRENCE
$5.000.000
OCCUR CLAIMS MADE
AGGREGATE
$5,000,000
$
3
DEDUCTIBLE
X
$
RETENTION $ 10000
C
WORKERSCOMPENSATIONAND
CO2093007771
0510310B
05/93109
WCSTATU- OTH-
E.L. EACH ACCIDENT
$1009000
EMPLOYERS'LUBIUTY
ANY PROPRIETORIPARTNERI CUTIVE
OFFICE MIEMBEREXCLUDmV
E.L. DISEASE - EA EMPLOYEE
$1.000,000
R yes, desalt* under
SPECIAL PROVISIONS tebw
E.L. DISEASE - POLICY LIMIT
$1000000
D
OTHER Professional
68017554
11/11107
11111/08
3,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES I EXCWSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS
Blanket Additional Insured coverage is subject to a written contract
between the Named Insured and City of Newport Beach,its elected or
appointed officers, officials, employees, agents and volunteers that
requires such status on the GL and Auto with a Blanket waiver of
(See Attached Descriptions)
City of Newport Beach
3300 Newport Blvd
Newport Beach, CA 92658 -8915
I of 3 AS377501MAARRR
LO ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION
THEREOF, mEISSUINOINSURERWILLENDEAVORTOMML _ DAYSWRITTEN
:E TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FIULURE TO DO SO SHALL
iE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
18KKI
uL1.1001 Cvri
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
CANCELLATION NOTICE
The CANCELLATION NOTICE on the CERTIFICATE OF INSURANCE is amended to include the following
wording: The Insurance Companies may cancel the described policy(ies) by mailing or delivering ten (10)
days written notice of cancellation to the Named Insured for: (1) Non Payment of premium or (2) any other
circumstance permitted by state law or policy conditions.
ADDITIONIONAL INSURED DISCLAIMER
Coverage for Additional Insureds can vary significantly from policy to policy and thus Additional Insured
status does not guarantee protection for all losses. Coverage is subject to actual policy terms and
conditions.
ACORD 25.5 (2801108) 2 of 3 #S37750JM34608
DEW
00 WWI&
subrogation coverage is subject to a written contract between the insured
and certificate holder that requires such status on the GL, Auto, and WC.
Primary and Non Contributory coverage applies to the General Liability.
30 Day Notice of Cancellation except 10 Day for Non Payment.
.."r .i':tktti9 ' ItY,rjpti:'+Rtgn..y},
ANS 25.3 (2001x08) 3 of 3 #S37750/M34608
0
CITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Agenda Item No. 11
May 27, 2008
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Planning Department
Leigh M. De Santis, Economic Development Administrator, 949 -644 -3207,
Idesantis@city.newport-beach.ca.us
SUBJECT: Professional Service Agreement with Buxton Community ID for
Market Research, Retail Leads, and Marketing Materials
Approve the professional Services Agreement with Buxton Community ID for a
not to exceed cost of seventy-five thousand dollars ($75,000).
2. Authorize the mayor and City Clerk to sign the Agreement.
DISCUSSION:
Background:
The Strategic Plan for Fiscal and Economic Sustainability sets as its first goal the
revitalization of older commercial areas. Objective 1.1 Action step 1 directs "contracting
with a consulting firm to prepare specific reports for each commercial village and /or
identified sub -area, utilizing existing and new data to provide research on commercial
market area and purchasing trend detail. The consultant should provide business
attraction recommendations, contact information, and targeted retailer marketing
packages." Following that directive a Marketing RFP was developed and sent to five
marketing consultants. Three firms said they planned to respond. Only one actually
submitted a proposal.
The proposing firm is Buxton Community ID. Buxton has evolved a niche expertise that
staff believes is most likely to achieve the goal of actually bringing new businesses.
Buxton explains their approach in what they call their "Statement of Uniqueness", which
says in part.
PSA wifh Buxton Community ID
May 27, 2008
Page 2
1. CommunitylD is a target - marketing system specifically designed for
communities.
Most traditional marketing research firms offer retail studies for economic development
using some form of a Gap Analysis. Gap Analysis typically identifies broad industry
segments that are selected because annual sales of that segment are less than regional or
state averages. CommunitylD uses drive time derived trade area information and
lifestyles analysis to identify the specific retailer that will provide the goods and services
that the customers in the trade area want to buy. CommunitylD is able to tell its clients
precisely which retail concepts they should be recruiting; who in that company they
should contact, and delivers the factual data required to make the recruiting effort a
reality.
2. CommunitylD is available in all regions of the United States for communities
varying in size and geography.
It has helped communities land in excess of 15 million square feet of retail as a result of
our analysis.
3. Buxton has developed location profiles for over 4,500 retailers and restaurants.
This proprietary database allows us to match these firms' customer and location
requirements with a community's trade area and then identify only those firms that can
successfully locate and operate in the community.
4. Proprietary systems and software blends consumer databases.
CommunitylD has one of the country's largest collections of consumer data available.
Many of the databases are updated as often as every 30 days. Through the use of
proprietary systems and software we have been uniquely able to enhance typical
standalone database programs to significantly enrich and expand the data, making it more
effective for retail analysis.
The RFP requested that the consultant examine three commercial areas, and create
trade area maps for each area, and develop three targeted marketing leads and
accompanying recruiting materials for each area for a minimum of nine custom
marketing packages. Based on the Strategic Plan staff referenced Balboa Village, Lido
and Cannery Villages and McFadden Square and West Newport as the three areas in
the RFP. Since then the Economic Development Committee (EDC) has pointed out that
West Newport has few vacancies and that it might more productive to study another
area. Staff will continue to consult with the EDC on the third area.
For the price they usually charge, Buxton is proposing to allow the City to select six
marketing leads per area, for a total of eighteen custom marketing packages. They will
provide two hard copies of each package, a PDF version, and each of the 18 marketing
packages will be loaded onto SCOUT (proprietary software) for the City's use. The
SCOUT software is available to the City for one year as part of this contract. With the
SCOUT software the City will have the ability to create additional marketing materials
A
• PS ?with Buxton Community ID
May 27, 2008
Page 3
and do some additional searches. The contract provides that the City at its sole option
may subscribe to SCOUT for another year at the cost of $1,000 per month. Buxton
anticipates accomplishing all of its work in approximately sixty days for the flat rate of
$75,000. Should the City request additional work it will be billed at $200 per hour.
Staff contacted five (5) of Buxton's long list of
highly recommended Buxton and their services.
All felt that businesses had been successfully
Buxton.
Environmental Review:
references; all were very satisfied and
Two had use Buxton more than once.
attracted based on the materials from
Approval of a PSA is not a project as defined by CEQA.
Fundina Availability:
Funding for this project exists in account #2720 -8080. It was one of the projects
envisioned at the time of adoption of the Strategic Plan and the budget amendment of
$350,000 for its phase 1 implementation.
Prepared by:
k 4z--,-W4
eigh . De Santis,
Economic Development Administrator
Submitted by:
Sharon Z. Wood,
Assistant City Ma ager
Attachments: Professional Services Agreement
3
PROFESSIONAL SERVICES AGREEMENT WITH
BUXTON COMMUNITY ID
FOR A RETAIL MARKETING PROGRAM FOR THREE RETAIL AREAS IN
NEWPORT BEACH
THIS AGREEMENT is made and entered into as of this 10th day of June, 2008, by and
between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City"), and
BUXTON COMPANY, a Texas Corporation whose office is located at 2651 South
Polaris Drive, Forth Worth, Texas, ( "Consultant "), and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City is planning to recruit retail businesses to broaden the scope of products and
services available to residents and visitors, capture sales tax leakage, increase
jobs and enhance retail villages by decreasing vacancies.
C. City desires to engage Consultant to study three retail villages, as established by
the Strategic Plan for Fiscal and Economic Sustainability, for the purpose of
identifying three viable retail business leads for each village and providing
materials and contacts to be used by the City to recruit those businesses
( "Project ").
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal members of Consultant for purposes of Project, shall be Lisa Hill,
Territory Business Manager, Amy Wetzel, Senior Vice President, Philip Davis,
Manager /Senior GIS Analyst, Bill R. Shelton, CEcD and Harvey H. Yamagate,
Chief marketing Officer & President and other members of the staff of Buxton
Community ID.
F. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the 30th day of June, 2009, unless terminated earlier as set forth
herein.
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2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference. The
City may elect to delete certain tasks of the Scope of Services at its sole
discretion.
3. TIME OF PERFORMANCE
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. The failure by Consultant to strictly adhere to the schedule may
result in termination of this Agreement by City.
Notwithstanding the foregoing, Consultant shall not be responsible for delays due
to causes beyond Consultant's reasonable control. However, in the case of any
such delay in the services to be provided for the Project, each party hereby
agrees to provide notice to the other parry so that all delays can be addressed.
3.1 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator not later than ten (10) calendar days
after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable
time extensions for unforeseeable delays that are beyond Consultant's
control.
3.2 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the
circumstances, by either telephone, fax, hand- delivery or mail.
4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the services as follows: $15,000 due on execution of
this agreement; $35,000 due upon delivery of the three retail site assessments;
and $25,000 due upon delivery of the nine retail marketing packages (three
appropriate leads for each area). In accordance with the provisions of this
Section and the Schedule of Billing Rates attached hereto as Exhibit B and
incorporated herein by reference. Consultant's compensation for all work
performed in accordance with this Agreement, including all reimbursable items
and subconsultant fees, shall not exceed Seventy -Five Thousand Dollars
($75,000) 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.
4.1 Consultant shall submit invoices to City describing the work performed.
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
2 5
•
performed., City shall pay Consultant no later than thirty (30) days after
approval of the invoice by City staff.
4.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing
in advance by City. Unless otherwise approved, such costs shall be
limited and include nothing more than the following costs incurred by
Consultant:
A. The actual costs of subconsultants for performance of any of the
services that Consultant agrees to render pursuant to this
Agreement, which have been approved in advance by City and
awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and /or other costs and /or payments specifically
authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
4.3 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra
Work" means any work that is determined by City to be necessary for the
proper completion of the Project, but which is not included within the
Scope of Services and which the parties did not reasonably anticipate
would be necessary at the execution of this Agreement. Compensation
for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
4.4 Notwithstanding any other provision of this Agreement, when payments
made by City equal 90% of the maximum fee provided for in this
Agreement, no further payments shall be made until City has accepted the
final work under this Agreement.
5. PROJECT MANAGER
Consultant shall designate a Project Manager, who shall coordinate all phases of
the Project. This Project Manager shall be available to City at all reasonable times
during the Agreement term. Consultant has designated Lisa Hill 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.
Consultant, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
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3
6. ADMINISTRATION
0
This Agreement will be administered by the Economic Development Division of
the Planning Department. Leigh M. De Santis, Economic Development
Administrator shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator or his /her
authorized representative shall represent City in all matters pertaining to the
services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Consultant in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
A. 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.
B. Provide blueprinting and other services through City's reproduction
company for bid documents. Consultant will be required to coordinate the
required bid documents with City's reproduction company. All other
reproduction will be the responsibility of Consultant and as defined above.
C. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
8. STANDARD OF CARE
8.1 All of the services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and
technical personnel required to perform the services required by this
Agreement, and that it will perform all services in a manner commensurate
with community professional standards. All services shall be performed
by qualified and experienced personnel who are not employed by City, nor
have any contractual relationship with City. By delivery of completed
work, Consultant certifies that the work conforms to the requirements of
this Agreement and all applicable federal, state and local laws and the
professional standard of care.
8.2 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature that is legally required of Consultant to practice its
profession. Consultant shall maintain a City of Newport Beach business
license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by
4
reason of strikes, lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Consultant's work
promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
9. HOLD HARMLESS
To the fullest extent permitted by law, Consultant shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties ") from and
against any and all claims (including, without limitation, claims for bodily injury,
death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses
(including, without limitation, attorney's fees, disbursements and court costs) of
every kind and nature whatsoever (individually, a Claim; collectively, "Claims "),
which may arise from or in any manner relate (directly or indirectly) to any breach
of the terms and conditions of this Agreement, any work performed or services
provided under this Agreement including, without limitation, defects in
workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent and /or willful acts, errors and /or omissions of
Consultant, its principals, officers, agents, employees, vendors, suppliers,
consultants, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any
action on or to enforce the terms of this Agreement. This indemnity shall apply to
all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by the Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis and
Consultant is not an agent or employee of City. The manner and means of
conducting the work are under the control of Consultant, except to the extent they
are limited by statute, rule or regulation and the expressed terms of this Agreement.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or
any of Consultant's employees or agents, to be the agents or employees of City.
Consultant shall have the responsibility for and control over the means of
performing the work, provided that Consultant is in compliance with the terms of
this Agreement. Anything in this Agreement that may appear to give City the right
to direct Consultant as to the details of the performance or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of
City with respect to the results of the services.
16
5
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11. COOPERATION
•
Consultant agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the
work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and/or his /her
duly authorized designee informed on a regular basis regarding the status and
progress of the Project, activities performed and planned, and any meetings that
have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of work. Consultant shall obtain, provide and maintain at its own expense during
the term of this Agreement, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Consultant shall provide certificates of
insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Requirements.
Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation insurance and Employer's Liability
9
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Insurance for his or her employees in accordance with the laws of
the State of California. In addition, Consultant shall require each
subcontractor to similarly maintain Workers' Compensation
Insurance and Employer's Liability Insurance in accordance with
the laws of the State of California for all of the subcontractor's
employees. Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers, agents,
employees and volunteers for losses arising from work performed
by Consultant for City.
ii. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than two million
dollars ($2,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
iii. Automobile Liability Coverage. Consultant shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the Consultant arising out of or in connection with
work to be performed under this Agreement, including coverage for
any owned, hired, non -owned or rented vehicles, in an amount not
less than two million dollars ($2,000,000) combined single limit for
each occurrence.
iv. Professional Errors and Omissions Insurance. Consultant shall
maintain professional errors and omissions insurance, which covers
the services to be performed in connection with this Agreement in
the minimum amount of two million dollars ($2,000,000).
E. Endorsements. Each general liability and automobile liability insurance
policy shall. be endorsed with the following specific language:
The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Consultant.
ii. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Consultant's operations or services
provided to City. Any insurance maintained by City, including any
self- insured retention City may have, shall be considered excess
ID
7
• •
insurance only and not contributory with the insurance provided
hereunder.
iii. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
V. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
vi. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either party
except after thirty (30) calendar days (10 calendar days written
notice of non - payment of premium) written notice has been
received by City.
F. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Consultant's performance under this Agreement.
G. Additional Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Consultant, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Consultant is a partnership or joint- venture or syndicate or 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 parties recognize that a substantial inducement to City for entering into this.
Agreement is the professional reputation, experience and competence of
Consultant. Assignments of any or all rights, duties or obligations of the
Consultant under this Agreement will be permitted only with the express written
consent of City. Consultant shall not subcontract any portion of the work to be
performed under this Agreement without the prior written authorization of City.
0 •
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents "), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and
City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for
reuse by City or others on any other project. Any use of completed Documents
for other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to
Consultant's deliverables under this Agreement by City or persons other than
Consultant is waived against Consultant and City assumes full responsibility for
such changes unless City has given Consultant prior notice and has received
from Consultant written consent for such changes.
18. COMPUTER DELIVERABLES
Consultant shall be providing the City with its SCOUT software package for the
City/'s use without monthly maintenance fee for one year from date of
installation. Consultant shall be responsible for insuring that it is compatible with
City computer systems. Along with SCOUT the City is to receive Two Marketing
(Pursuit) Packages at not cost. The City, at its sole option, may choose to
subscribe to SCOUT at the end its initial use as cover by this agreement. The
fee for continued subscription shall be One Thousand ($1,000) Dollars per
month.
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
20. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement of any
United States' letters patent, trademark, or copyright infringement, including costs,
contained in Consultant's drawings and specifications provided under this
Agreement.
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21. RECORDS
Consultant shall keep records and invoices in connection with the work to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and
make transcripts or copies of such records and invoices during regular business
hours. Consultant shall allow inspection of all work, data, Documents, proceedings
and activities related to the Agreement for a period of three (3) years from the date
of final payment to Consultant under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be
deemed to constitute a failure to pay according to the terms of this Agreement.
Consultant shall not discontinue work as a result of such withholding. Consultant
shall have an immediate right to appeal to the City Manager or his /her designee
with respect to such disputed sums. Consultant shall be entitled to receive
interest on any withheld sums at the rate of return that City earned on its
investments during the time period, from the date of withholding of any amounts
found to have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what
would have resulted if there were not errors or omissions in the work
accomplished by Consultant, the additional design, construction and /or
restoration expense shall be bome by Consultant. Nothing in this paragraph is
intended to limit City's rights under the law or any other sections of this
Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
25. CONFLICTS OF INTEREST
The Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such
persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this Agreement, and (2) prohibits such
►3
I
• •
persons from making, or participating in making, decisions that will foreseeably
financially affect such interest.
If subject to the Act, Consultant shall conform to all requirements of the Act.
Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold
harmless City for any and all claims for damages resulting from Consultant's
violation of this Section.
26. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third business day after the deposit thereof
in the United States mail, postage prepaid, first -class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from
Consultant to City shall be addressed to City at:
Attn: Leigh M. De Santis
Economic Development/Planning Department
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA, 92663
Phone: 949 -644 -3207
Fax: 949 -644 -3224
All notices, demands, requests or approvals from CITY to Consultant shall be
addressed to Consultant at:
Attention: David Glover, CFO
2651 South Polaris Drive
Fort Worth, Texas 76137
Phone: 817- 332 -3681
Fax: 817- 332 -3686
27. TERMINATION
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.
11 H
29.
30.
31
32.
33.
Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
seven (7) calendar days prior written notice to Consultant. In the event of
termination under this Section, City shall pay Consultant for services satisfactorily
performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information
developed or accumulated in the performance of this Agreement, whether in draft
or final form.
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.
WAIVER
A waiver by either party of any breach, of any term, covenant or condition
contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
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.
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.
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.
12
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Sn!CT (. ...a; %:i:C S:Ci
eEr':er' shaii - cr. :nue ,n ;ul! force and o -ect.
ti.E- CONTROLLING LAW AND VENUE
lne iaws of :he Stale of California ana!I cove m, Innis Algreement and aji ;la?:ers
:elating to it and any action brought relating to this Agreement shall be adjudicated
ni a court of cor Ipetent Jurisdiction in the County of Orange.
36. EQUAL OPPORTUNITY EMPLOYMENT
Consultant represents that it is an equal opportunity employer and it shall not
scrminate against any subcontractor; employee or applicant for employment
because of rata, religion, color, national origin, handicap, ancestry, sex or age.
IN W17NESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
Cit Attorney
for _'1e City of Newport Beach,
ATTEST;
4,
L aVonne Harkless.
City Clerk
CITY OF NEWPORT BEACH,
A Municipal Corporation
Mayor
for the City of Newport Beach
CONSULTANT:
By: 'k �� i r j
iCorpora4e Officer)
Title:
111 �
i
Print Name: r Li
;Financial Office
TJtJe: C -G
Print Name;
Aftachrrlents: Exhibit A — Scope of Services
Ex'nibit B — Schedule of Billing Rates
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EXHIBIT A
17
i •
Community/9
Proposal to Develop:
A RETAIL ECONOMIC DEVELOPMENT
STRATEGY
For:
City of Newport Beach, CA
From:
Lisa Hill
May 15, 2008
1�
INDEX
EXECUTIVE SUMMARY
II. INTRODUCTION TO BUXTON
III. NEEDS /CHALLENGES
IV. GOALS /DESIRED RESULTS
V. PROCEDURES/SCOPE OF WORK
Vi. PROJECT TEAM
VII. PROJECT REQUIREMENTS
VIII, TIMELINE
IX. FEES FOR SERVICES
X. SIGNATURE PAGE
I CIO
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Iro Communityll"
I. EXECUTIVE SUMMARY
Buxton's CommunitytD® program is a total retail identification and marketing
program designed for community economic development programs. Per this
contract, Buxton agrees to analyze three (3) commercial villages and/or retail
sub -areas in order to determine the overall retail potential for each.
Buxton integrated proprietary technical capabilities with more than 500
cumulative years experience in retail management and local economic
development to create Community /DA. This unique strategy has brought both
innovation and a disciplined approach to municipal retail development efforts.
Trade area, based on our drive -time methodology, will be determined for each
commercial village. Psychographic analysis will be done for each trade area to
determine buying power, lifestyle characteristics, and consumer profiles for
customers within the trade area. In addition, market viability will be determined
for each trade area to identify the most sustainable retail /restaurant concepts.
A retail leakage and surplus analysis will be done to analyze gap and overlap in
the market.
An overall retail concept list will be provided for each studied site. The City of
Newport Beach will then be asked to select the top six (6) desired concepts. for
each site for the creation of marketing packages. Buxton will design these
packages on behalf of the City of Newport Beach in order to speak each specific
retailer's language. The packages are tailored to ft the profile of the retailer, as it
aligns with the City of Newport Beach.
During the 60 business days it takes to complete Community /EO, civic leaders
are actively involved in the process and make important decisions that guide the
direction and results. The four main phases of the process are:
Researching and Verifying Newport Beach's Retail Trade Area
This phase starts with the in -depth collection of the same location variables that
Buxton uses to qualify locations for retail clients. Because of Buxton's unique
capabilities, we can translate this retail - specific information into market
intelligence that community leaders need to attract and grow their retail sectors.
Evaluating Newport Beach's Retail Potential
The evaluation phase will clarify what makes Newport Beach distinctive and
valuable from a retailer's viewpoint. Through daily involvement in retail location
analysis, Buxton has acquired the unmatched ability to evaluate a community's
retail potential.
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Community /9
Matching Retailers and Restaurants to Newport Beach's Market Potential
The consumer profile of Newport Beach's trade area will be matched against the
customer profiles of over 5,000 retailers and restaurants in Buxton's proprietary
database. The final match list is developed with the input of community leaders
so that it reflects the needs and desires of the residents.
Delivering Newport Beach's Marketing Packages
Individual marketing (pursuit) packages for each retailer match are delivered in
both hard copy and in SCOUT®. Our exclusive online marketing system,
SCOUT® helps you to showcase your city in the best light. It gives you the ability
to create presentations and quality documents and to share information in the
match reports.
With Community/DON ewport Beach can unleash its full retail potertial, seize
new retail opportunities and expand existing businesses.
The signing of this agreement seals a lifetime partnership between the City of
Newport Beach and Buxton.
This agreement includes the following:
• Admission to (6) webinars per year
• An invitation to the Buxton reception with retail clients at ICSC
• Permission to use the Buxton booth at ICSC to host meetings with potential
retail concepts and the ability to distribute marketing materials to potential
retailers and developers
• On -going support for the life of the project
BUrgali°
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-- Communityln'
11. INTRODUCTION TO BUXTON
Since our founding in 1994, Buxton has been a leading force in retail location and
development. We are recognized for creating solutions that provide results.
Buxton began as a service to help retailers make informed site selection
decisions by understanding their customers
markets. Buxton leaders soon realized that
location and market analysis could also be
desiring retail expansion. Please note that i n
inclusive of all retail concepts.
Community /D®
and precisely determining their
the company's expertise in retail
leveraged to benefit communities
this proposal the term "retail" is
Designed specifically for use in community economic development programs,
Buxton's Community /D® process has assisted more than 350 public sector
clients nationwide, resulting in the development of more than 15 million square
feet of retail space. We integrate our impressive technical capabilities with more
than 500 cumulative years of retail management and local economic
development experience to help municipalities achieve their retail goals.
More than simply providing data, Community/D® supplies custom marketing
materials and strategies targeting the unique location requirements of retailers,
developers and commercial real estate brokers. CommunitylD® clients achieve
outstanding success using our tools for retail identification, selection and
recruitment. And our clients benefit from our unique understanding of retail site
selection from the retailer's point of view. The combination of technical expertise
and professional guidance gives municipalities the capacity to immediately
implement an effective retail development program.
Benefits of Community /D®
With Community /DO) you have immediate access to:
• Retail Industry Expertise. Gain a competitive position by working with
professionals who have years of retail management experience plus
current insights into your community and site selection processes and
trends.
• Community Development Best Practices. Expand and sharpen your
retail development focus by incorporating best practices discovered by
Buxton through daily work with municipalities across the nation.
• Proprietary Systems. Gather useful information by having Buxton's
technology specialists analyze your trade area accessing data stored on
Buxton's in -house databases.
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F* Community/9
• Personalized Content. Advance your retail recruitment program by
receiving personal guidance from our staff and ongoing insight into key
industry topics via our monthly e- newsletter, webcasts and other
interactive tools.
• Long -Term Partnership. As a Buxton client and partner you have
unlimited access to our staff to help optimize your marketing efforts at the
International Council of Shopping Centers (ICSC) annual meeting in Las
Vegas, NV.
• Marketing Data and Tools. Enhance your marketing messages and
presentations by using SCOUT®, Buxton's online trade area database
and marketing tool, available to you for one year after project delivery.
• Add -On - Research. Keep your Community /D® updated and focused by
getting special rates on additional research, including retail marketing
packages and refreshes of basic information.
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III. NEEDS /CHALLENGES
ro; CommunitylLi
Newport Beach wants to understand and then capitalize on the retail
development opportunities.
As communities increasingly compete for retail dollars, attracting the attention of
retailers has become more challenging than ever. Marketing your community
plays a dominant role in today's competitive economy. The challenge for the
community is to attract retailers and developers by providing trade area
information that is complete, accurate and up -to -date.
Using our proprietary methodologies, Buxton will collect and analyze your
community's trade area information and give it to you in a format that is easy -to-
use and appealing to real estate executives and developers. The best
information, however, is useless without a plan for using it. Much more than data
collection, Community /D® is an execution strategy that can help you build or
revitalize your existing marketing and economic development program.
With CommunityfD�,y ou will be prepared to:
• Achieve your retail potential by establishing a long-term partnership with
Buxton
• Integrate retail development into your economic development program
• Increase your success by preparing Newport Beach to meet the needs of
retailers
• Effectively position your community by leveraging your locations'
strengths and minimizing weaknesses
• Convey Newport Beach's advantages over competitors' advantages
• Establish credibility with retail decision makers
• Maximize time and resources by not pursuing unqualified prospects
• Wn the confidence and trust of prospects by understanding their priorities
• Use competitive analysis to close the sale
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CommunitylD
IV. GOALS AND DESIRED RESULTS
The primary goal of Communityl0-14 is to prepare Newport Beach to successfully
expand its retail sector.
Community /Dv serves as the framework for developing a sustainable marketing
program that not only achieves short-term goals but also endures to ensure the
economic viability of the retail sector over the long -term. Such a marketing
program will bring the following desired results:
• Residents' desires to shop and dine at home will be fulfilled
• Retail leakage will be minimized
• Tax revenues (property and sale/use taxes) will increase
• Employment opportunities will grow
• Newport Beach's ability to capture other economic opportunities will be
enhanced
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V. PROCEDURES /SCOPE OF WORK
Once you have engaged Buxton to work with you in developing Community /D, a
project team will be assigned to guide you through the entire process —from
initial data collection to final presentation of the results. This team consists of:
Client services manager, Denise Barley, who will serve as your primary
source of communication during the project
Geographic Information System specialist, who will analyze your trade
areas and create customized maps and reports
Professionals with backgrounds as retail executives and economic
development practitioners, who will address your unique challenges and
help maximize Newport Beach's retail opportunities
Staff Visits
During visits to the community, Buxton's staff is able to make clear and candid
assessments of the community's strengths, weaknesses and potential by using
the same analytical programs and location matrixes that are used to qualify
communities and sites for our retail clients. Our daily involvement with over 1,700
retail and restaurant clients in finding optimal locations keeps us current on retail
location trends. This provides a rational and analytical basis for helping Newport
Beach decide how to best focus resources on the most promising retail
opportunities.
Data Collection
Buxton uses over 250 consumer and business databases that are updated
throughout the year, and in some cases, every month. Although it is possible to
obtain these databases for less expense on a community or regional basis,
Buxton buys and is licensed to use the complete U.S. datasets. With this
information Buxton will compare Newport Beach's potential location to the
universe of all retail locations operating in the U.S.
The following are some of the more well -known sources used in our studies, but
there are dozens more that we employ to provide additional insight:
• Mediamark
• Acxiom
• InfoUSA
• Claritas
• National Research Bureau
• Navteq Geographic Data
• Dunn & Bradstreet Business Data
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Communitylt?
Identify Market Influencers
All communities have special and often unique features that impact the local
retail market and have to be taken into consideration to fully understand the
market potential of the community. Such influencers include larger ethnic
populations, significant new or expanded developments, military bases,
universities and colleges, destination tourist attractions, prisons, medical facilities
or major employers.
After identifying these market influencers in your community, Buxton will quantify
and qualify their influence on the retail market and help to match retailers that
can capitalize on these customer bases.
You will benefit from the project team's expertise and insight in these four areas:
1. Researching and verifying Newport Beach's retail trade area
2. Evaluating Newport Beach's retail potential
3. Matching retailers and restaurants to Newport Beach's market potential
4. Delivering Newport Beach's marketing packages
These four major components comprise the Community/D® process. Each
component is explained in detail as follows:
1. Researching and Verifying Newport Beach's Retail Trade Area
The location decision process for all retailers begins with the collection, analysis
and evaluation of numerous location variables such as demand density,
customer buying habits, economic trends, competition, traffic volumes, and
available sites, to name a few.
The Community /DO process for Newport Beach will also start with the in -depth
collection of data using the same location variables that we use for our retail
clients to qualify sites for the location of their retail stores and restaurants. One
goal is to define current retail situations in Newport Beach, in the trade area and
in any neighboring communities that impact on Newport Beach's retail
environment. The other goal is to understand the community's expectations and
desires. This analysis includes personal visits to the community, collection of
data components necessary to conduct the analysis and identification of market
influencers.
Z7
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Drive -Time Trade Area Definition
Commun'ityl
Customers today shop by convenience, measuring distance based on time, not
mileage. CommunitylD O will employ a custom drive -time analysis to determine
Newport Beach's trade area. An example of a drive -time trade area is shown in
Figurel.
This custom analysis is developed using an in -house database supported by our
knowledge of individual retail client's actual trade areas.
The resulting drive -time trade area map will be a polygon that more accurately
depicts consumer shopping patterns than trade rings.
To assure the accuracy of the drive -time trade area, the draft maps are reviewed
with community leaders and verged before proceeding with the next step.
Figure 1.Example - Drive -Time Trade Area
2�i
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2. Evaluating Newport Beach's Retail Potential
Community/
The purpose of the evaluation phase is to understand what makes Newport
Beach distinctive and valuable from a retailer's viewpoint and scrutiny.
Our evaluations capitalize on Buxton's knowledge about the retail marketplace
and the location requirements and expectations of retailers. Combining this
knowledge with our economic development competencies allow us to evaluate
and recommend proven community practices. Our evaluations do not rely on
dated government research or national/state statistics, all of which fail to reflect
local realities. Rather, we implement our real -world experience gained from
working with municipalities that have opened more than 15 million square feet of
new or expanded retail space. We know how to help Newport Beach sharpen
your retail marketing strategy, aggressively market the city and improve your
competitive performance.
Retail Leakage /Supply Analysis
The Retail Leakage/Supply Analysis provides an estimate of retail dollars floving
In or out of the trade area.
The two main components of this analysis are: 1) current actual sales (supply) by
retail store type and products, in dollar amounts, and 2) estimated sales potential
(demand) for retail store type and products, in dollar amounts.
We first calculate a sales gap index that illustrates your ability to capture your
residents' expenditures. An example of this index is shown in Figure 2.
The sales gap index provides a relative comparison of leakage/surplus and an
estimate of the dollars that are being spent outside the trade area (leakage) and
the amount of dollars coming in from outside the trade area (surplus).
This report can be run via SCOUT at any location within the map view.
Figure 2.Example - Sale Gap Index
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1 Community/
Customer Profiling
The Community,09 process will identify and analyze all the households in
Newport Beach's drive -time trade area. Based on more than 4,500 categories of
lifestyles, purchase behaviors and media reading and viewing habits
(psychographics), the households in your trade area are assessed to gain an
understanding of the types of retailers that would be attracted to your community.
Our in -house databases include both traditional demographic data and the most
current psychographic lifestyle information for over 120 million households in the
United States (as well as up to seven individuals living in each of these
households).
Each household in a trade area falls into one of 66 market segments reflecting
the buying habits of customers in the household. The blue line in Figure 3
graphically profiles the households in a city's trade area.
Figure 3: Example - Psychographic Profile
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Community /9
Retail Site Assessment
Buxton will analyze up to three (3) distinct retail locations, selected by Newport
Beach. Based on our collective experience in retail locations, the following
factors are considered:
• Psychographic analysis of households in trade area
• Demand for retail goods and services
• Site setting, situation and configuration
• Growth plans and relevant development
• Retail goals of the community
Newport Beach to select the retail site to be used for retail matching.
Buxton will develop a demand density profile of Newport Beach's three (3)
distinct trade areas. Demand density measures the bottom -line value of the
customers in the trade area —who they are, how many there are and what they
buy. One of the significant advantages of Buxton is our ability to take the
demand density data and to creatively translate it into a proactive market strategy
tailored to take advantage of Newport Beach's strengths and to achieve its retail
goals.
3. Matching Retailers and Restaurants to Newport Beach's Market
Potential
Once the consumer profiles in Newport Beach's trade area have been
determined, the Community /D® process will match these profiles against the
customer profiles of 5,000+ retailers in our proprietary database.
In Figure 4, the blue line indicates the customer profile of households in a
community's trade area. The red line represents a specific retailer's customer
profile. A similarity between the two profiles as shown in Figure 4 analyzed using
Buxton's proprietary retail matching algorithm concludes that this site is an
opportunity for a specific retailer to open a successful store.
This matching results in a list of possible retailers. To develop the preliminary
retail match list, Buxton analyzes a number of factors about each possible retailer
to qualify it. This analysis is designed to eliminate those retailers that for any
reason would not be a candidate for Newport Beach. Considered in this analysis
are such factors as, verification of a retailer currently operating or expanding into
your market, location of operations in similar cities, and competition and
cannibalization from nearby locations.
Once this analysis is complete, the preliminary list of retailers will be discussed
and reviewed with Newport Beach. Based on the selections by the sponsor, a
final list of up to six (6) retailers, per site studied, will be created for the
development of marketing (pursuit) packages.
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4. Delivering Newport Beach's Marketing Packages
Buxton will assemble individualized marketing (pursuit) packages for each
targeted retailer. At Newport Beach's request, Buxton will customize each
marketing package for presentation to individual retailers, developers, real estate
brokers or potential franchisees. Because A is tailored to the specific needs of the
target audience, each marketing package is ready to use as collateral marketing
materials providing compelling and precise information that demonstrates
Newport Beach's qualifications as a location.
Each marketing package contains:
1. Map of the retail site and trade area
2. Map of retailer's potential customers
3. Retailer match report that compares the site's trade area
characteristics with the retailer's locations in similar trade areas
4. Demographic and psychographic profiles of the households in the
trade area
5. Contact information for the person at the retailer who has location
decision responsibilities
Community /D® targets not only specific companies but also the individual in the
company who has the responsibility for location decisions. To provide the best
possible reception when Newport Beach contacts the targeted retailer, Buxton
notes each company that Newport Beach has been qualified by Buxton as a
potential viable location for a store, restaurant or development and should expect
to be contacted by a representative of the city.
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Community/
Figure 5: Example - Retail Match Report (Retail Match Report summarizes a city's
location advantages for a specific retailer).
14
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1 '. Community/
Retailer Match Report
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Community19
DELIVERABLES
Community /08' deliverables will be presented to Newport Beach in two bound
hard copies and in SCOUT®, an electronic format (described below).
SCOUT® is an online marketing system that will allow you to effectively use
Community,00 by enabling you to showcase your selected retail sites to achieve
maximum results. You can access Community /Ds' reports via SCOUT® to
reproduce maps, site- specific data and generate your own custom marketing
presentations.
With SCOUT® you are directly tied to Newport Beach password protected data,
maintained and updated in Buxton's databanks. Using your computer you can
tailor reports and presentations and immediately respond to questions or
information requests from retailers or developers. SCOUT® allows you to:
• Graphically display and count the households that appeal to speck target
retailers
• Manage all your retail - specific data, from maps to photos to zoning
information, in a central location
• Merge your community's existing marketing materials with Community /D9
• Select the information that best makes your case
• Store and retrieve information on retail buildings and sites
• Organize all relevant retail information in a central data center
• Present all materials electronically to recruit retailers and developers
Deliverables include the following:
• Drive Time Trade Area Maps — Three (3) maps, one per site
• Retail Site Assessment — includes Retail Leakage /Supply Analysis and
Customer Profile for each of the three (3) sites studied
• Retail Match Lists of overall retail opportunities for each of the three (3)
areas, Newport Beach may select six (6) retailers per site (18 total) to build
Pursuit Packages for recruiting efforts
• Final Reports and Marketing (Pursuit) Packages - Newport Beach will
receive two hard copies, a PDF version and each of the 18 marketing
packages will be loaded onto SCOUT for the City's use
• An electronic presentation highlighting the Community /Dv process and
findings will be a part of the deliverables. It is designed for local
presentations to chambers of commerce, civic clubs and other groups
interested in the retail development of Newport Beach.
16
Community /9
Details about the Marketing (Pursuit) packages:
The City of Newport Beach will receive a list over the overall retail opportunity for
each of the 3 villages selected. Every retail /restaurant opportunity that is a match
based on your customer picture will be provided for your review. Whether you
have 30 or 3000 retail matches per site, we will give you a list of your entire retail
opportunity. At that point, Buxton will allow the City of Newport Beach to select 6
Retailer per site (18 total) to build pursuit packages for the purpose of
recruitment. The Pursuit package allows you to showcase your community to a
specific retailer in a manner of relevance to them (customer data, market viability,
trade area, square footage requirements, growth patterns, comparable markets
and trade areas, etc). You will receive two hard copies of each package; in
addition to a PDF version. Also, each of the 18 marketing packages will be
loaded onto SCOUT for your use,
17
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Community/D`
VI. PROJECT TEAM
Team members for your project will include Buxton personnel with strong retail
and economic development backgrounds as well those from operations: the
Territory Business Manager, appropriate Senior Vice President and Client
Services representative.
Lisa Hill
Territory Business Manager
Commumty103' Division
As a Community/CP territory business manager, Lisa works with municipalities in
their retail economic development efforts. By understanding what retailers need
to make she selection decisions, Lisa enables community leaders to understand
and 'speak retail.' Prior to covering Califomia, she focused on communities in
Missouri and Kansas. Lisa brings a strong knowledge of the Community/01° retail
economic development strategy and a solid background in client service to her
position. Lisa received her B.A. degree from Texas Wesleyan University and Is a
member of the International Council of Shopping Centers (ICSC).
�= Amy Wetzel
Senior Vice President,
Community/D& Division,
Western Region
Amy brings more than 15 years of marketing, retail and business development
experience to her position. Prior to joining Buxton, Amy held positions with the
Colleyville (Texas) Chamber of Commerce, Baylor Health Care System and
Andersen. Amy has worked with numerous communities to establish or enhance
their retail recruitment strategies and has been a featured presenter at many
organizations, including the Association of Washington Cities, the Urban Land
Institute, the National League of Cities, and the League of California Cities. She
is a member of the California Association of Local Economic Developers, the
California Redevelopment Association and the Association of Washington Cities.
Amy holds a bachelor's degree in communications from Baylor University.
18
3,
1 1, 1 Community /Y
F,wPhilip Davis
Manager/Senior GIS Analyst
Community/00 Division
As senior analyst for the Community/00 division, Philip oversees every aspect of
Community /00 projects in Buxton's GIS department. His duties include
supervising daily operations, working with clients, managing projects and serving
as a liaison between analysts and the sales team. Philip has managed the GIS
function for more than 350 CommunitylOO projects for such clients as San Jose,
CA; Atlanta, GA.; and Birmingham, AL. Working on projects for two divisions in
the company has given Philip a complete understanding of both the retail
Industry and municipal needs, adding to his expertise in community retail
recruitment. Philip graduated from the University of North Texas with a degree in
Geography.
Bill R. Shelton, MD
Partner
Communtyy /00 Division
Bill is a founding partner of Community/011 Buxton's retail development program
for communities. For more than 20 years, Bill worked for the Fort Worth Chamber
of Commerce, serving 16 years as its president He is a Certified Economic
Developer and is past chair of the American Economic Development Council. A
founding member of the Texas Economic Development Council, he has served
as the organization's president. Bill was honored with a lifetime membership to
the International Economic Development Council. Bill's professional service also
includes serving as°dean of the Basic Economic Development Course at Texas
A &M University. Bill holds a bachelor's degree in marketing from the University of
Texas at Austin, and he completed post -graduate studies at Texas A&M
University.
19
3,61
0
Harvey H. Yamagata
Chief Marketing Officer & President
Community /00 Division
y' Community/
Clients benefit from the expertise Harvey has gained during 35 years in retail,
including leadership roles in brick and mortar, catalog and website retailing. His
20 -year career at Tandy Corporation covered the time when the company grew
from $350 million to $3.5 billion in sales and took him from retailing in Europe to
opening distributors in Asia. He headed the marketing efforts of the RadioShack
Business Products division at a time when they held the major share in the
burgeoning personal computer market. Harvey received a bachelofs degree
from the University of Wisconsin and a master of business administration degree
from Texas Christian University.
20
3q
ro Community1
VII. PROJECT REQUIREMENTS
To effectively initiate this project, we request that you provide the following:
1. Project Liaison
• Newport Beach will designate a project manager (Lisa Hill) who will serve
as Buxton's primary contact during the project.
2. Community Information and Reports
• City logo (vector file — request your ad agency and /or printer)
• Addresses and descriptive information for up to three sites that will he
evaluated
• Current traffic count data
• List of planned retail, commercial or mixed use (either proposed or in
development) in the community
• List of major, national or regional retailers that have dosed, left or moved
from the community
• General community marketing materials, data and economic reports
Project Launch
A conference call with representatives of Newport Beach and the Buxton Project
Team will officially launch the project. The project launch will occur when:
1. An agreement is executed
2. The initial payment is received, and
3. The Community Information and Reports are received
21
L1�
CQmmunitylD
VIII. TIMELINE
The following timeline is sequential and cumulative. It starts on the day of the
project launch conference call.
Business Days
Client Responsibilities
Buxton Responsibilities
Start
Provide to Buxton all necessary
community information.
Day 1
Participate in the launch call.
Participate in the launch call.
Day 6 - ••
Trade Area Map ships.
Day 13
Approve Trade Area Map.
Day 18
Retail Site Assessment
ships.
Approve Retail Site Assessment
Day 25
and submit selection of site for
retail matching.
Day 40
Retail Match List ships.
Submit selections of all retail
Day 50
matches to be included in the
Final Report and Retail Marketing
Packages.
Day 60
Final Report and Retail
Marketing Packages ship.
By adhering to this timeline, the Community /D® deliverables (Retail Match
Reports — both the hard -copy and SCOUT®, the electronic version) will be sent
on or before 60 -days after the launch date.
Any missed target dates can delay the final delivery date. If there are extenuating
circumstances that prevent target dates from being met, a new timeline will be
developed.
Delays of more than 45 days in timeline schedule by the community will result in
an administrative fee of five percent (5 %) of the contract price to be charged.
22
L1)
F '-= Community19
IX. FEE FOR SERVICES
The Cost of Community /D® is $75,000; payable as follows:
1. $15,000 due upon execution of this agreement
2. $35,000 due upon delivery of retail site assessment
3. $25,000 due upon delivery of retail marketing packages
Hard copies of all Community /DO deliverables including marketing packages will
be provided.
SCOUT® will be delivered for one -year with this agreement and includes the
following:
1. Waived - Monthly maintenance fee of $1,000 per month
2. Two Marketing (Pursuit) Packages at no cost
After the first year SCOUT® will be available for a $1,000 per month maintenance
fee that is not included in this agreement.
For services specifically requested by Newport Beach and performed by Buxton
outside the scope of this agreement, an hourly rate of $200 will apply.
Additional Research Services (post analysis)
Marketing (Pursuit) Packages (Match reports for additional specific retailers)
- Includes two bound hard copies and an electronic version $1,500
Buxton 23
L� 2
Client#:035
4BUXTOCOM
ACORDM CERTIFICATE OF LIABILITY
INSURANCE
05/097080)
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Wortham Insurance & Risk Mgt
1600 West Seventh Street
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Fort Worth, TX 76102.2505
UAUTE EFFECTIVE
POLICY E PI TION
817 3363030
INSURERS AFFORDING COVERAGE
NAIL N
INSURED
INSURERa Continental Insurance Company
35289
Buxton Company
2651 S. Polaris Drive
INSURER B: Continental Casualty Company
INSURER c: Valley Forge Insurance Company
E20281
Fort Worth, TX 76137
INSURER D: Federal Insurance Company
INSURER E: National Fire Insurance Cc of Hartfo
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
JN R
NSR
TYPE OF INSURANCE
POLICY NUMBER
UAUTE EFFECTIVE
POLICY E PI TION
LIMITS
A
GENERAL LIABILITY
2093358583
07113/07
07/13/08
EACH OCCURRENCE
$1,000,000
X COMMERCIAL GENERAL LIABILITY
DAMAGE TO RENTED
s300,00
CLAIMS MADE a OCCUR
MED EXP ( one n)
$5,000
PERSONAL 6 ADV INJURY
$1,000,000
GENERAL AGGREGATE
MOHA00
GENL AGGREGATE LIMIT APPLIES PER
PRODUCTS - COMPIOP AGG
s2000ODO
POUCY PRO-
JECT f7 LOG
E
AUTOMOBILE
X
LIABILITY
ANY AUTO
1079708301
07/13107
07113108
COMBINEDSINGLEUMIT
(Ea..W.M)
y1,000,000
BODILY INJURY
(Perpe.)
$
ALL OWNED AUTOS
SCHEDULED AUTOS
X
BODILY INJURY
(Per. -W )
$
HIRED AUTOS
NON-OWNEDAUTOS
X
PROPERTY DAMAGE
(Per accida,A)
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EAACC
S
ANYAUTO
$
AUTO ONLY: AGG
B
EXCESSIUMBRELLAUASILITY
2093460191
07/13/07
07113/06
EACH OCCURRENCE
$5000000
OCCUR CLAIMS MADE
AGGREGATE
$5,000,000
S
$
DEDUCTIBLE
X
$
RETENTION $10000
C
WORKERS COMPENSATION AND
002093007771
05/03108
05/03109
1 TWC STATU- oTH-
EMPLOYERS LIABILITY
ANY PROPRIETORIPARTNERIEXECUTIVE
E.L. EACH ACCIDENT
$1,000 000
— - --
E.L. DISEASE - EA EMPLOYEE
$1,000,000
OPFlCERMEMSEREXCLUDEDT
mow
If SPPECILPROVISIONS bebw
E.L DISEASE - POLICY LIMn
$1,000,000
D
OTHER Professional
68017554
11/11!07
11111/08
3,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT SPECIAL PROVISIONS
Blanket Additional Insured coverage is subject to a written contract
between the Named Insured and City of Newport Beach,its elected or
appointed officers, officials, employees, agents and volunteers that
requires such status on the GL and Auto with a Blanket waiver of
(See Attached Descriptions)
City of Newport Beach
3300 Newport Blvd
Newport Beach, CA 92656 -8915
I of 14 *A177RnlM'lARINR
ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL _ DAYS WRITTEN
:E TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL
:E NO OBLIGATION OR LIABILITY OF ANY NIND UPON THE INSURER, ITS AGENTS OR
1RKK1
L}3
IMPORTANT
0
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsemengs).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
CANCELLATION NOTICE
The CANCELLATION NOTICE on the CERTIFICATE OF INSURANCE is amended to include the following
wording: The Insurance Companies may cancel the described policy(ies) by mailing or delivering ten (10)
days written notice of cancellation to the Named Insured for: (1) Non Payment of premium or (2) any other
circumstance permitted by state law or policy conditions.
ADDITIONIONAL INSURED DISCLAIMER
Coverage for Additional Insureds can vary significantly from policy to policy and thus Additional Insured
status does not guarantee protection for all losses. Coverage is subject to actual policy terms and
conditions.
ACORD 25S (2001108) 2 of 3 #53T75D/M34608
L��
tinu6d ftom Page :1),
subrogation coverage is subject to a written contract between the insured
and certificate holder that requires such status on the GL, Auto, and WC.
Primary and Non Contributory coverage applies to the General Liabiiity.
30 Day Notice of Cancellation except 10 Day for Non Payment.
3 of 3
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