HomeMy WebLinkAboutItem 04 Approval to Proceed with a Professional Services Agreement to Provide Retail Consulting Services with Retail Strategies, LLC for Retail Marketing and Planning for the Economic Development and Master Planning Program O( OP '
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AGENDA ITEM COVER SHEET
Meeting Date: January 15, 2019
Item #
Reviewed By:
Contact Name: Mike Rumer, City Planner Department Director( i ,
Contact Number: 407-905-3157 City Manager: / �r
Subject: Economic Development and Master Planning Program — Authorization to proceed
with a Professional Services Agreement to Provide Retail Consulting Services with Retail
Strategies, LLC for retail marketing and planning
BACKGROUND SUMMARY:
Retail Strategies has provided marketing and planning strategies to attract retail and restaurant users in the
City for the past four years. Retail Strategies, LLC is a company that specializes in working inside the retail
industry to leverage relationships and promotes efforts of the City's Economic Development goals. Retail
Strategies has helped the City with client meetings and first introductions at the International Council of
Shopping Centers (ICSC) Conferences in Las Vegas and Orlando. Retail Strategies also presented a
session during the past National League of Cities /Small Cities Council meeting in Ocoee.
The Agreement for services with Retail Strategies expired on October 1, 2018, after the last One Year (1)
option for renewal at the same rate. Since October, staff has been working on a revised Agreement while
maintaining uninterrupted service with Retail Strategies and is prepared to seek approval on the revised
Agreement set at the same rate as the past agreement for services. Also, staff is requesting the contract be
made retroactive to October 2, 2018. City Staff wishes to continue working with Retail Strategies to help
implement the economic development projects that are coming online such as the Downtown, SR 429, and
the Fifty West Redevelopment District including the Colony Plaza site, and City Center West Orange. Retail
Strategies provides us the direct link to the decision makers that will be called on as buildings begin to go up
and more demand is created.
ISSUE:
Should the Honorable Mayor and City Commissioners approve the Mayor to sign the Professional Services
Agreement with Retail Strategies for one (1) year with an option for a one (1) year extension made
retroactive to October 2, 2018?
RECOMMENDATION:
Staff recommends that the Honorable Mayor and City Commissioners authorize the Mayor to sign the
Professional Services Agreement with Retail Strategies for one (1) year with an option for a one (1) year
extension made retroactive to October 2, 2018.
ATTACHMENTS:
Retail Strategies Professional Services Agreement to Provide Retail Consulting Services
FINANCIAL IMPACT:
Budget Impact is $30,000.00 (year). Funds were set aside in the budget for Development Services ($15,000)
and CRA Budget ($15,000).
TYPE OF ITEM:
U Public Hearing For Cleric's Dept Use:
❑ Ordinance First Reading ❑ Consent Agenda
❑ Ordinance First Reading X Public Hearing
❑ Resolution LJ Regular Agenda
Z Commission Approval
O Discussion&Direction
[ ] Original Document/Contract Attached for Execution by City Clerk
0 Original Document/Contract Held by Department for Execution
Reviewed by City Attorney ❑ N/A
Reviewed by Finance Dept. (l,%a ❑ N/A
Reviewed by ( ) ❑ N/A
PROFESSIONAL SERVICES AGREEMENT TO PROVIDE
RETAIL CONSULTING SERVICES
This Professional Services Agreement to Provide Consulting Services (this "Agreement")
sets forth the mutual understanding of the City of Ocoee, Florida (the "Client") and Retail
Strategies, LLC, an Alabama limited liability company (the "Consultant") on this the day
of , 2019 (the "Execution Date"), for the provision of professional
consulting services as more fully set forth below.
RECITALS:
The Consultant possesses a high degree of professional skill and experience and is a
unique provider of professional consulting services in retail recruitment.
The Client desires to hire the Consultant to provide professional consulting services
because of its professional skill and experience.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth in this Agreement, the Client and the Consultant, intending to be legally
bound, do hereby agree as follows:
1. CONSULTING SERVICES. The Consultant agrees to provide the services listed
on Exhibit A to this Agreement. (the "Services"). In addition to the Services, the Consultant will
provide the Client Representative with updates within three business days of receipt of a request
from the Client Representative (as defined in Section 4 below).
2. TERM. The Consultant's engagement and provision of Services will commence
upon the Execution Date as set forth above. The Consultant's engagement and this Agreement
will terminate automatically on the first anniversary of the Execution Date (the "Term") unless
earlier terminated as provided in Section 6 below. At the end of the Term, this Agreement and
provision of Services shall automatically renew for an additional one-year term.
3. CONSULTING FEE.
A. Consulting Fee. In consideration for providing the Services, the Client agrees to pay
the Consultant a consulting fee (the "Consulting Fee") in an amount equal to
$30,000.00. The Consulting Fee will be paid in installments of immediately available
funds due in full upon receipt of invoice from Consultant.
B. Payment Default. If the Client fails to pay any portion of the Consulting Fee on the
requisite payment date, the Consultant will immediately cease all Services, including
but not limited to: (1) negotiation of incentive agreements; (2) all recruiting and
marketing efforts; (3) representation of the Client at trade shows; (4)booking meetings
for the Client with prospective retailers; and (5) including the Client in marketing
materials.
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4. CLIENT INFORMATION AND ACCESS.
A. To the extent permitted by law, the Client will provide the Consultant with access to
relevant personnel, facilities, records, reports and other information (including any
information specified in the Consultant's proposal to the Client) accessible by the Client
that the Consultant may reasonably request from time-to-time during the Term. The
Client acknowledges and agrees that the Consultant's scheduled delivery of the Services
is dependent upon the timely access to such personnel, facilities, records, reports and
other requested information.
B. To facilitate such access and Consultant's delivery of the Services, the Client designates
the [Assistant City Manager] (the "Client Representative"), currently [Craig Shadrix],
The Client Representative will serve as the primary liaison between the Consultant and
the Client. The Client Representative will have responsibility for regular
communications between the Client and the Consultant, including providing updates in a
timely manner through Basecamp. The Client Representative's communications to the
Consultant will include information regarding retail growth and development, such as
actual and prospective business openings and closings, changes in economic drivers (e.g.,
significant increases or decreases in workforce of major employers, school enrollments,
housing or healthcare services) and changes in the ownership of targeted real estate (e.g.,
transfers of real estate or changes in the finances of ownership). The Client
Representative will also be responsible for disseminating updates relative to consultants'
activities related to scope of work to members of local stakeholder groups of the Client
(e.g. City Commission, Community Redevelopment Board, Economic Development
Boards, and Chamber of Commerce etc.).
Initials of Client Representative:
C. The Client hereby authorizes the Client Representative (i) to act on behalf of the Client in
the day-to-day administration and operation of this Agreement and the arrangements it
contemplates and (ii) to execute and deliver, on behalf of the Client, such notices,
approvals, consents, instruments, amendments or other documents as may be necessary or
desirable to facilitate or assist the Consultant with the provision of the Services.
5. INTELLECTUAL PROPERTY. As part of the Services, the Consultant will prepare
periodic and final reports including demographic and other research reports that will become the
property of the Client upon delivery from the Consultant. Any other reports, memoranda,
electronic mail, facsimile transmissions or other written documents prepared or used by the
Consultants in connection with the Services will remain the property of the Consultant. With the
Consultant's prior permission, the Client may use other information provided by the Consultant,
such as specifics related to retailers, developers, site information or other "confidential
information" for internal purposes while taking reasonable steps to so limit the use of such
materials and maintain its confidentiality.
6. TERMINATION.
A. By the Client At-Will. The Client may terminate this Agreement at any time for any or
no reason upon delivery of 30 days' prior written notice to the Consultant. Any portion
of the Consulting Fee paid prior to such termination of this Agreement is earned when
paid and nonrefundable.
B. By the Client Upon the Consultant's Default. The Client may notify the Consultant
within 90 days of the day that the Client knows or should have known that the Consultant
breached this Agreement. The Consultant will have 30 days following receipt of such
notice to cure any alleged breach. If the Consultant fails to cure any alleged breach
within that 30-day period, then the Client may terminate this Agreement. Within 30 days
of such termination of this Agreement, the Consultant will refund a pro rata portion of the
installment of the Consulting Fee previously paid for the contract period during which
such termination occurs based upon the number of days remaining in such contract
period.
C. By the Consultant At-Will. The Consultant may terminate this Agreement at any time
for any or no reason upon delivery of 30 days' prior written notice to the Client. Within
30 days of such termination of this Agreement, the Consultant will refund a pro rata
portion of the installment of the Consulting Fee previously paid for the period during
which such termination occurs based upon the number of days remaining in such period.
D. By the Consultant Upon the Client's Default. The Consultant may notify the Client
within 90 days of the day that the Consultant knows or should have known that the Client
breached this Agreement. The Client will have 30 days following receipt of such notice
to cure any alleged breach. If the Client fails to cure any alleged breach within that 30-
day period, then the Consultant may terminate this Agreement. Any portion of the
Consulting Fee paid prior to such termination of this Agreement is earned when paid and
nonrefundable.
7. NOTICES. Any notice or communication in connection with this Agreement will be in
writing and either delivered personally, sent by certified or registered mail, postage prepaid,
delivered by a recognized overnight courier service, or transmitted via facsimile or other
electronic transmission, addressed as follows:
Client: Rob Frank, City Manager
City of Ocoee, FL
150 N. Lakeshore Dr.
Ocoee FL 34781
With a copy to: City Attorney
Shuffield, Lowmam & Wilson, P.A.
1000 Legion Pl.
Orlando, FL 32802
Consultant: Retail Strategies, LLC
120 18th Street South, Suite 201
Birmingham, AL 35233
Email: Ashton@retailstrategies.com
Fax: (205) 313-3677
Attention: ASHTON L. ARRINGTON
or to such other address as may be furnished in writing by either party in the preceding manner.
Notice shall be deemed to have been properly given for all purposes: (i) if sent by a nationally
recognized overnight carrier for next business day delivery, on the first business day following
deposit of such notice with such carrier, (ii) if personally delivered, on the actual date of
delivery, (iii) if sent by certified U.S. Mail, return receipt requested postage prepaid, on the third
business day following the date of mailing, or (iv) if sent by facsimile or email of a PDF
document (with confirmation of transmission), then on the actual date of delivery if sent prior to
5 p.m. Central Time, and on the next business day if sent after such time.
8. INDEPENDENT CONTRACTOR. The Consultant, in its capacity as a professional
consultant to the Client, is and will be at all times an independent contractor. The Consultant
does not have the express, implied or apparent authority either (A) to act as the Client's agent or
legal representative or (B)to legally bind the Client, its officers, agents or employees.
9. STANDARD TERMS.
A. Affiliated Services: The Client acknowledges that certain affiliates of the Consultant
provide real estate brokerage and management services for which they are paid
brokerage, development, leasing, management and similar fees. In connection with the
Services and with the prior written permission of the Client, such affiliates may be
engaged to provide such services in consideration for the payment of such fees.
B. Applicable Laws: The Consultant will abide by all laws, rules and regulations
applicable to the provision of the Services.
C. Insurance: The Consultant will carry all employee insurance necessary to comply with
applicable state and federal laws.
D. Third Party Beneficiaries: This Agreement is for the sole benefit of the parties to this
Agreement and their permitted successors and assigns. Nothing in this Agreement,
whether express or implied, is intended to or will confer upon any other person or entity
any legal or equitable right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
E. Publicity: The Client agrees that the Consultant may, from time-to-time, use the Client's
name, logo and other identifying information on the Consultant's website and in
marketing and sales materials.
F. Entire Agreement: This Agreement, together with any exhibits or amendments hereto,
constitutes the entire agreement of the parties, as a complete and final integration thereof
with respect to its subject matter. Any prior written or oral understandings and
agreements between the parties are merged into this Agreement, which alone fully and
completely expresses their understanding. No representation, warranty, or covenant
made by any party which is not contained in this Agreement or expressly referred to
herein has been relied on by any party in entering into this Agreement.
G. Further Assurances: Each party hereby agrees to perform any further acts and to
execute and deliver any documents which may be reasonably necessary to carry out the
provisions of this Agreement.
H. Force Majeure: Neither party to this Agreement will hold the other party responsible
for damages or delay in performance caused by acts of God, strikes, lockouts or other
circumstances beyond the reasonable control of the other or the other party's employees,
agents or contractors.
I. Limitation on Liability; Sole Remedy: Each party's liability to the other party arising
out of or related to this Agreement or the Services will not exceed the amount of the
Consulting Fee. The Client's sole remedy in the event of any alleged breach of this
Agreement by the Consultant will be the notice, cure and refund provisions of Section
6(B) of this Agreement.
J. Amendment in Writing: This Agreement may not be amended, modified, altered,
changed, terminated, or waived in any respect whatsoever, except by a further agreement
in writing, properly executed by a duly authorized officer of the Consultant and the Client
Representative, acting for and on behalf of the Client.
K. Binding Effect: This Agreement will bind the parties and their respective successors and
assigns. If any provision in this Agreement will be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired thereby.
L. Captions: The captions of this Agreement are for convenience and reference only, are
not a part of this Agreement and in no way define, describe, extend, or limit the scope or
intent of this Agreement.
M. Construction: This Agreement will be construed in its entirety according to its plain
meaning and will not be construed against the party who provided or drafted it.
N. Prohibition on Assignment: No party to this Agreement may assign its interests or
obligations hereunder without the written consent of the other party obtained in advance
of any such assignment. No such assignment will in any manner whatsoever relieve any
party from its obligations and duties hereunder and such assigning party will in all
respects remain liable hereunder irrespective of such assignment.
O. Waiver: Non-enforcement of any provision of this Agreement by either party will not
constitute a waiver of that provision, nor will it affect the enforceability of that provision
or of the remaining terms and conditions of this Agreement.
P. Survival: Section 5 and Section 9(H) will survive termination of this Agreement.
Q. Counterparts; Electronic Transmission: This Agreement may be executed in
counterparts, each of which will be deemed to be an original, and such counterparts will,
together, constitute and be one and the same instrument. A signed copy of this Agreement
delivered by telecopy, electronic transmission or other similar means will be deemed to
have the same legal effect as delivery of an original signed copy of this Agreement.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Client and the Consultant have caused this Agreement to
be executed by their duly authorized officers to be effective as of the Effective Date.
CLIENT:
CITY OF OCOEE , FL
By:
Name:
Title:
Date:
CONSULTANT:
RETAIL STRATEGIES, LLC
By:
Name:
Title:
Date:
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EXHIBIT A
CONSULTANT AGREEMENT
This section outlines what Retail Strategies(the "consultant')will provide to the City of Ocoee(the "client").
A. Research
1. Updated retail trade area maps and graphics using political boundaries, drive times
and radii and custom boundary geographies as needed.
2. Updated GAP analysis for trade area (i.e. leakage and surplus) as needed.
3. Updated retail peer market analysis as needed.
4. Updated tapestry lifestyles — psychographic profile of trade area / market
segmentation analysis as needed.
5. Updated aerial imagery by trade area.
6. Continued identification of retail prospects to be targeted for recruitment.
7. Custom on-demand demographic research — historical, current, and projected
demographics — to include market trade areas by radius/drive time, and custom
trade area.
B. Real Estate Analysis
1. Continued monitoring of priority commercial properties for development, re-
development and higher and best use opportunities.
2. Continued identification of priority business categories for recruitment and/or
local expansion.
3. Monitor and report back on retail anomalies of existing shopping centers and retail
corridors within the trade area.
C. Retail Recruitment/Outreach
1. Provide pro-active retail recruitment for targeted zones within the City of Ocoee.
2. Contact a minimum of 50 retailers, restaurants, brokers and/or developers per year.
3. Provide updates regarding new activity to the Client's designated primary point of
contact via Basecamp, telephone, and/or email.
4. ICSC conference representation - updates will be provided according to the yearly
conference schedule.
5. Provide Client with information regarding viable opportunities with retailers,
brokers, and/or developers upon Clients request.
6. Host selected Ocoee leaders in Birmingham for a"Retail Academy" session.
7. Preparation of presentation materials for the Client's use at events.
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