HomeMy Public PortalAbout016-2020 - I&D - Retail Strategies - Down Strategic Plan - Rescinding Contract No. 178-2019V�
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this Je day o , 2020, and referred to
as Contract No. 16-2020, by and between the City of Rich cnd, Indiana, 4 municipal corporation
acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and
Retail Strategies, 2200 Magnolia Avenue, Suite 100, Birmingham, Alabama, 35205 (hereinafter
referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide professional services in connection with the development of
a Downtown Strategic Plan, which professional services shall include, but shall not be limited to, trade
area identification, business recruitment categorization, gap analysis, preparation of a marketing guide,
and workshop strategies consulting for the City's Department of Infrastructure and Development (the
"Project").
Portions of Contractor's proposal was received by the City on August 6, 2019, is attached hereto as
Exhibit A, which proposal consists of fourteen (14) pages, and which Exhibit is hereby incorporated
by reference and made a part of this Agreement. Portions of Contractor's proposal was also received
November 15, 2019, is attached hereto as Exhibit B, which proposal consists of eight (8) pages, and
which Exhibit is incorporated herein by reference and made a part of this Agreement. Contractor
agrees to abide by the same.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable professional
standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in accordance
with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
Contract No. 16-2020
Page 1 of 7
SECTION H. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the
work.
SECTION III. COMPENSATION
Contractor will be paid a total sum not to exceed Twelve Thousand Dollars and Zero Cents
($12,000.00) for the complete and satisfactory performance of this Agreement. Payment shall be
made within thirty (30) days of Contractor's submittal of an invoice to the City.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
satisfactory completion of the Project, which completion is expected to be finished on or before
December 31, 2020.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part,
for cause, at any time by giving at least five (5) working days written notice specifying the effective
date and the reasons for termination which shall include but not be limited to the following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work performed
prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by
setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
Page 2 of 7
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage, loss, or cost to the
extent it arises from damage or injury to person or property caused by the Contractor's willful
misconduct or negligent performance of its services under this Agreement; provided, however, that
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of
the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement,
purchase and thereafter maintain such insurance as will protect it from the claims set forth below
which may arise out of or result from the Contractor's operations under this Agreement, whether
such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly
employed by any of them, or by anyone for whose acts the Contractor may be held responsible.
Coverage Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1.000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 each claim
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall,
before commencing work under this Agreement, provide the City a certificate of insurance, or a
Page 3 of 7
certificate from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore
subject to another state's worker's compensation law, Contractor may choose to comply with all
provisions of its home state's worker's compensation law and provide the City proof of such
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility
status of all newly hired employees of the contractor through the Indiana E-Verify program.
Contractor is not required to verify the work eligibility status of all newly hired employees of the
contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists.
Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit
affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC
22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to
remedy the violation not later than thirty (30) days after the City notifies the Contractor of the
violation. If Contractor fails to remedy the violation within the thirty (30) day period provided
above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement
will be terminated. If the City determines that terminating this Agreement would be detrimental to
the public interest or public property, the City may allow this Agreement to remain in effect until the
City procures a new contractor. If this Agreement is terminated under this section, then pursuant to
IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages.
SECTION VIII. MAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement that
this certification is no longer valid, City shall notify Contractor in writing of said determination and
shall give contractor ninety (90) days within which to respond to the written notice. In the event
Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran
within ninety (90) days after the written notice is given to the Contractor, the City may proceed with
any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the
course of this Agreement that this certification is no longer valid and said determination is not
refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider
the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of
the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on
behalf of Contractor or any sub -contractor shall not discriminate against any employee or
applicant for employment to be employed in the performance of this Agreement, with respect
to hire, tenure, terms, conditions or privileges of employment or any matter directly or
indirectly related to employment, because of race, religion, color, sex, disability, national
origin, or ancestry.
Page 4 of 7
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
That in the hiring of employees for the performance of work under this Agreement of
any subcontract hereunder, Contractor, any subcontractor, or any person acting on
behalf of Contractor or any sub -contractor, shall not discriminate by reason of race,
religion, color, sex, national origin or ancestry against any citizen of the State of
Indiana who is qualified and available to perform the work to which the employment
relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or
any sub -contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City under
this Agreement, a penalty of five dollars ($5.00) for each person for each calendar
day during which such person was discriminated against or intimidated in violation of
the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money due or
to become due hereunder may be forfeited, for a second or any subsequent violation
of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents
of the same from all liability for negligence which may arise in the course of Contractor's
performance of its obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of its
rights or obligations hereunder without the prior written consent of the other parry. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and void.
This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding
upon the parties, their successors and assigns. This document constitutes the entire Agreement
between the parties, although it may be altered or amended in whole or in part at any time by filing
with the Agreement a written instrument setting forth such changes signed by both parties. By
executing this Agreement the parties agree that this document supersedes any previous discussion,
negotiation, or conversation relating to the subject matter contained herein.
Page 5 of 7
This Agreement may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising
out of this Contract must be filed in said courts. By executing this Agreement, Contractor is
estopped from bringing suit or any other action in any alternative forum, venue, or in front of any
other tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayne
County, Indiana, regardless of any right Contractor may have to bring such suit in front of other
tribunals or in other venues. Notwithstanding the foregoing, in the event of a dispute, the parties
specifically agree to negotiate the dispute between them in good faith during the thirty (30) days after
a written notice of dispute. If negotiations do not result in an amicable written resolution within said
thirty (30) day timeframe, then the dispute may be mediated within ninety (90) days. If mediation is
unsuccessful within said ninety (90) day timeframe, then the parties may exercise their rights at law.
Any person executing this Contract in a representative capacity hereby warrants that he/she has been
duly authorized by his or -her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages or
remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
[Signature Page to Follow.]
Page 6 of 7
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the
day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
BY:
Vicki Robinson, President
By:
Emily Palmer, Member
By: 4e::7— —
Matt Evans, Member
Date:
"CONTRACTOR'
RETAIL STRATEGIES
2200 Magnolia Avenue, Suite 100
Birmingham, Alabama, 35205
By: A�—"
Printed: o�Gd' {- YC • �'� I `
Title: / 61,kam
ED: Date: �/3/21zZ0
D Sn , Mayor
zoz-o
Page 7 of 7
retail strategies info@ r6ta!Ntra'f6g-ie-s.c-'o*'-m'- 2200 Magnolia Ave, Suite 100
(205)123-4567 Birmingham, AL
In a fast -paced world with 24/7 technological connectivity, residents -and visitors
alike are seeking to return to the nostalgic, slower pace of Main Street America.
Downtown is the gathering place of your community, where citizens, consumers,
and tourists embark to experience the unique character of your place, it's values,
and pace of life. Successful Downtowns are positioned to serve as powerful catalysts
for private investment and showpieces of public infrastructure improvements.
Downtown Strategies exists to assist communities in taking the next, or first, step in
their Downtown's journey. Through our Downtown Vision and Strategy Workshop
process, we assess the five pillars of your downtown's mix: Market Analysis,
Economic Vitality, Tourism & Promotion, Design, and Organization, and provide a
true roadmap to revitalization.
In the past community leaders have turned to outside consultants and endured a
heavy front end financial burden to receive grandiose plans that take years to
implement. Our team understands communities budget realities, time restraints, and
that ultimately creating a vibrant Downtown is done one step at a time.
This is why our service, deliverable, and partnership Is not based around one final
deliverable, a handshake, and well wishes.
For our Clients, we identify and create a tailored strategy to enhance, revitalize, and
mobilize your community's efforts. When properly fueled, your Downtown can be a
powerful economic, tourism, and quality of life engine and our team of professionals
can help you define your potential and empower you to achieve it.
Revitalizing and rejuvenating Downtown communities is a complex task and we are
committed to helping you achieve it.
(
��.
�) retaiistrategies. -
info @ reta i i st ra teg i es . c o m
(205)123-4567
2200 Magnolia Ave, Suite 100
Birmingham, AL
Q
WHY DOWNTOWN STRATEGIES
downtown strategies
AN INVESTMENT IN YOUR COMMUNITY
ED DOWTOWN REVITALIZATION IS AN INVESTMENT FOR YOUR COMMUNITY
;4 thriving downtown enhances tourism, quality of life, and bolsters your community's
culture and values.
DOWNTOWNS ARE COMPLEX AND WE CAN HELP
We bring years of experience and diverse perspective to give you implementable
solutions and a roadmap to transform your Downtown.
co� WE MULTIPLY AND ENHANCE YOUR EFFORTS
Downtown Strategies is fully equipped with the needed professionals, tools, and
experience. What we deliver, you can execute.
CHALLENGES
GOALS
�f4g,13) retail strategies .z5.� info@retailstrategies.com "yy2//200 Magnolia Ave, Suite 100
(205)123-4567 Birmingham, AL
Downtown Strategies exists to assist communities in
taking the next, or first, step in their Downtown's
journey.
Through our Downtown Vision and Strategy Workshop process, we assess the
five pillars of your downtown's mix: Market Analysis, Economic Vitality,
Tourism & Promotion, Design, and Organization, to provide a true
roadmap to revitalization.
For our Clients, we identify and create a tailored strategy to enhance, revitalize,
and mobilize your community's efforts. When properly fueled, your Downtown
can be a powerful economic, tourism, and quality of life engine and our team_ of
professionals can help you define your potential and empower you to achieve it.
OE C9
) retail strate ies.,� info@retailstrategies.com
*'�'�" g 205 123-4567� 2200 Magnolia Ave, Suite 100
I"' ) Birmingham, AL
For your Downtown, we begin by assessing your consumers
ono from multiple geographies. Using our advanced analytics,
and proprietary tools, we'uncover and define the economic
potential in your Downtown area.
Trade Area
Identification
By utilizing mobile data
collection, data and analytics,
and real estate acumen, our .
team will identify shopping
patterns within your
community that will answer
key questions for retailers.
Psychographic Analysis
Defines the type of
consumers in your market
by breaking down
consumers demographic
characteristics, consumer
preferences, consumer
expenditures, and cultural
ideals.
lretail strategies.
Business Recruitment
Categories
After reviewing key
demographic information, we
will deliver a list of uses,
businesses, and opportunities
for your community. These
potential businesses will
elevate your downtown.
GAP Analysis
Examining the market
supply and market demand
within the trade area to
uncover the categories of
retail being desired by your
community.
71-71,
info@retailstrategies.com
(205)123-4567
Mobile Data
Collection
An industry leading report
which utilizes cell phone
data to identify the home
and work location of
consumers that visit'a
defined shopping area within
the community.
Consumer Expenditures
Drilling down in to each
retail segment to identify
and understand what your
consumers spending
patterns are.
QI\ . .
2200 Magnolia Ave, Suite 100
Birmingham, AL
Economic Vitality focuses on capital, incentives, and other.
economic and- financial tools to assist new and existing
businesses, catalyze property development, and create a
supportive environment for entrepreneurs and innovators that
drive local economies.
Additionally, urban design best practices, even in rural Downtowns, such
as mixing of use and granularity can address difficult challenges while
delivering long-term economic returns to both the public and private
sectors.
Incentives & Other Financial Tools
Offering financial incentive tools to Downtown
property owners and investors enhances and
increases investment dollars in your
Downtown. Tools such as fagade grants, New
Market Tax Credits, Business and Community
Improvement Districts, and Redevelopment
Authorities can take investment to the next
level in your Downtown.
Identifying Partnerships
Besides sparking the public's interest in
making Downtown a better place to live, work,
and play, public -private partnerships between
your community and developers, non -profits
or universities make huge progress possible
Catalyst Funding & Project Identification
Catalytic development is a place -based
response to changing demands that facilitates
large-scale investment in concentrated,.
walkable downtown areas. Let's identify what
those course altering projects are and identify
partners that can make it happen.
Entrepreneurship & Maker Spaces
Creating hubs in your Downtown to support
the creative class fosters communities of
entrepreneurship. Makerspaces provide
ecosystems in which individuals can develop
the workforce skills needed in today's .
with new investment. _ manufacturing sector.
�0'
� W retail strategies.,.-
info@retailstrategies.com
(205)123-4567
2200 Magnolia Ave, Suite 100
Birmingham, AL
retail strategies
POWER YOUR ECONOMIC ENGINE
Tourism & Promotion
Special Event Assessment
Events draw new visitors and new money into your Downtown, where dollars flow through
purchases and wages, creating ripples of commerce through your whole community.
Wayfinding Signage
Properly and strategically placed wayfinding signage provides a fool proof system for anyone that
stumbles upon your area to find'where YOU want them to go.
Transportation & Parking
Shared use agreements, multi -modal transportation options, sidewalks, walkability, and safely lit
parking areas are critical to developing your place. Well look at unique solutions for addressing
some of these common yet frustrating challenges almost every Downtown faces.
Hotels & Special Rental Inventory
Keeping visitors in a Downtown area beyond their first tra
constant environment of activity. We'll look at your mix, of
strategies you can put in place for new creative so ution
Well look at a wholistic approach that will be win -win for your entire commun
a�
at�w
1�fl�e=same story .
ncy's,.messaging?
development team.
:. �V
40i���) info@retailstrategies.co 2200 Magnolia Ave, Suite 100
retail strategies. ,
..(205)123-4567 Birmingham, AL
PLACEMAKING THROUGH THOUGHTFUL DESIGN
Design
Connectivity & Walka
Public Art
Communities gain value through pJ120b.1.1c -art —
.................
cultural, social, and economic. Incorporating
public art installations, murals, and artistic "
experiences in Downtowns furthers economic
prosperity and the vibrancy of the area while
strengthening community cohesion and
connectivity.
Zt:t "'�
� � : '7
!_., �
Wo..S.
downtow'M strategies
Landscaping & Streetscapes
Historic
Preservatidd represents commitment : itment to
..........
remembeHhg the past - n, preparing for a
sustainable future '6` Historic buildings help
create Vibrant, cultural downtowns that draw
tourism,' art, festivals, and other activities
which in turn draw investment, revenue, and
economic qrowth'.
(61#030" )
retail strategies .��. info@retailstrategies.com 2200 Magnolia Ave, Suite 100
�FW (205)123-4561 Birmingham, AL
Organization involves creating a strong foundation for a
sustainable revitalization effort, including cultivating
partnerships, community involvement, and resources for. the
district. We'll provide you with a roadmap to revitalization and
a host of recommendations for every step along the way.
Committees & Work Plans
Building & Business Inventory
Our Strategic Visioning Workshop gives you the What might take staff days and weeks to
roadmap to revitalization your Downtown area,
.but community buy -in is critical. We'll _look at
your boots on the ground structure and make
recommendations for shoring up opportunities
for community members, merchants, and
stakeholders to have a part in your
revitalization efforts.
Fundraising & Other Resources
Private fundraising in a community and
Downtown is a given, but is your organization
looking at other funding opportunities to give
your merchants and property owners more skin
in the game? Business Improvement Districts,
special tourism taxes, and economic
development revenue should be considered and
a plan should be made for making the case for
your Downtown as an eligible benefactor.
rN
\��� retail strategies.
collect property owner and business owner
data in your Downtown area takes us minutes.
We provide you with an actual inventory of
buildings and businesses within your
Downtown, complete with property and -tax
information.
Public/Private Partnerships (P3)
Most states have laws that allow cities and
counties to partner with private entities to
design, build, operate, and maintain a facility
for public use. The private sector can typically
make development projects happen more
quickly while public entities are eligible for
grants and unique funding opportunities. The
marriage of both can sometimes be a game
changer for communities.
771,
info@retailstrategies.com
(205)123-4567
2200 Magnolia Ave, Suite 100
Birmingham, AL
downtown strategies
YOUR TEAM
DOWNTOWN DEVELOPMENT & REVITALIZATION
For our partnership we will dedicate a team of experts to serve as your day to
day points of contact. These professionals are supported by a full marketing
team, research staff, and executive oversight and support.
From the start of our partnership, your team will be performing all aspects to
build your Downtown Vision & Strategy.
Most importantly, your team will build a relationship with you so that we can
leverage your local knowledge with our extensive experience to create the best
possible plan for your Downtown.
Primary Points of'Contact
Research & Marketing
Executive Support
to
retail strategies.z irifo@retailstrategies.com 2200 Magnolia Ave, Suite 100
(205)123-4567 Birmingham, AL
Day
Strategic Vision Report, Marketing Guide,
and City Website created and delivered.
60-90
�S. retail strategies..., infoCretailstrategies.com 2200 Magnolia Ave, Suite 100
•� (205)123-4567 Birmingham, AL
downtown strategies
HOW IT BEGINS
COLLABORATION & COMMUNICATION
Kick Off Call
We begin the process of your Downtown Strategic Vision Workshop with a detailed
conference call with your team to discuss responses to your community pre -
assessment questionnaire and examine the current status of your Downtown area.
We'll learn about your community and Downtown organization's governance
structure, discuss goals that have already been internally identified, and uncover
existing roadblocks to your community achieving it's highest purpose.
Discovery F2]
Next, we'll engage in a detailed
discovery phase, in which our team will
independently analyze customized data
regarding your community's'retail mix,
economic vitality, and opportunities for
growth.
Focus Group Sessions
Equipped with this information, we'll travel
to your community and spend two days in
the market touring your Downtown and
engaging stakeholders, business owners,
and other influential community leaders -in
a collaborative conversation about your
Downtown's past, present, and future.
,�.
retail strategies.=., info@retailstrategies,com 2200 Magnolia Ave, Suite 100
(205)123-4567 Birmingham, AL
downtown strategies
WHAT YOU GET
DOWNTOWN STRATEGIC VISION WORKSHOP
The 5 Pillars of our unique and comprehensive workshop will
be assessed and developed.
A two-day in -market process where our team engages stakeholders,
merchants, and community leaders in thought provoking conversation,
combined with independent discovery and market analysis, to define a
transformational vision and implementable strategy for your Downtown.
EDMARKET ANALYSIS
Downtown Trade Area Analysis Using Custom Geographies, Radius, and Drivetime Geographies
Mobile Data Study for Downtown Merchants
Tapestry lifestyles — psychographic profile of trade area / market segmentation analysis
Consumer Spending Pattern Reports
Market and retail GAP analysis for trade area (i.e. leakage and surplus)
Identification of Categories for Business Recruitment
Identification of Geographic Areas of Development and Redevelopment .
[2]1 ECONOMIC VITALITY TOURISM & PROMOTION
Entrepreneurship & Maker Spaces Special Event Assessment
Catalyst Funding & Project Identification Hotel & Adjacent Lodging Analysis
Incentives, Special Revenue Generators, & Other Transportation & Parking Accessibility Analysis
Financial Tools Wayfinding Signage Analysis
Assess Brand, Messaging, and Image Placemaking & Beautification Techniques
DESIGN ORGANIZATION
Connectivity Analysis: Assessing Gateway "" Strategy Board
Signage, Roadway, Landscaping, Walkability, & Investment Strategy Assessment and
Pedestrian & Bike Accessibility Recommendation
Historic Preservation Assessment & Business Inventory & Maximization
Recommendations .Building Inventory & Maximization
Assessment Parking, Lighting, Fagade, -Windows,
Public Art, Uniformity of Character and Design.— _-------:---•—
& Architectural Standards
L
(�, `A retail strategies.._ info@retailstrategies.com 2200 Magnolia Ave, Suite 100
.RN (205)123-4567 Birmingham, AL
INVESTMENT
The total fee for completion of work is $10,000 due upon execution of agreement.
TRAVEL: Client will approve and reimburse Retail Strategies for travel to and from
Client Community.
Project fees are due within 30 days of receipt of the invoice. Should the Client
request a special assignment; additional work, and/or additional travel needs not
specifically referenced in the contract, we will prepare written authorization to be
signed by. the Client in advance of commencing any additional work.
Pricing valid for 90 days
CLIENT RESPONSIBILITIES
Client will designate a project liaison who will serve as Downtown Strategies' primary
Contact during the partnership.
Client will provide information relevant to the project such as prior studies and any
other plans that may influence the development of the Downtown Strategic Vision.
Workshop report.
Client will schedule focus group meetings and input sessions with Stakeholders,
Property Owners, Merchants, and Community Leaders.
Client will provide city or organization logo and professional photographs, as well as
contact information, as it should appear on all marketing material.
u
�r%j+� retail strategies.
info@retailstrategies.com 2200 Magnolia Ave, Suite 100
(205)123-4567 Birmingham, AL
PROFESSIONAL SERVICES AGREEMENT TO PROVIDE
CONSULTING AND RELATED SERVICES
THIS AGREEMENT (the "Agreement") is entered into by and between Retail Strategies,
LLC, an Alabama limited liability company (hereinafter referred to as "Consultant") and City of
Richmond, Indiana (hereinafter referred to as "Client") on this the day of , 2019,
( the "Effective Date") as follows:
WHEREAS, the Client desires to have Consultant perform those consultation services
identified on Exhibit A (the "Downtown Strategies Workshop") (a copy of the Exhibit is attached
hereto and incorporated herein by reference) (the Downtown Strategies Workshop shall also be
referred to herein as the "Project"); and,
WHEREAS, Consultant has agreed to provide professional consulting services for the
Project to Client as further set forth below.
W-I-T-N-E-S-S-E-T-H:
NOW, THEREFORE, this Agreement is made and entered into on the date first above
written by and between the Client and Consultant, by which Consultant will provide professional
consulting and related services to the Client as hereinafter specified:
1. SCOPE OF SERVICES
Consultant hereby agrees to provide professional services for Client in the form of
consulting and related services for the Project as set out in Exhibit A. These professional services
are consulting services and not that of a contractor or other provider.
2. TERM
The Term of this Agreement shall commence upon the Effective Date and terminate upon
the earlier of (i) the Client's completion of both Workshop as set forth in Exhibit A, and (ii) six
(6) months after the Effective Date.
3. COMPENSATION
As compensation for the consultation services provided herein by Consultant, Client agrees
to pay Consultant a total of Ten Thousand and No/100 ($10,000.00) Dollars. Consultant will
invoice Client immediately upon execution of the Agreement. Client must remit payment within
thirty (30) days of receipt of invoice. Compensation shall be fully earned when paid and as such
is nonrefundable.
4. CLIENT RESPONSIBILITIES
(a) Information and Access. In addition to paying Consultant for services according to
the preceding paragraph, the Client shall also provide Consultant access to its relevant personnel,
facilities, and materials including, but not necessarily limited to, those items specified in
Consultant's proposal to Client, and such records, reports, and information as reasonably requested
by Consultant and which is in Client's possession.
(b) Scheduling of Downtown Strategies. The Parties understand and agree that the
Downtown Strategies Workshop will take place in Richmond, Indiana at a time mutually agreeable
to Consultant and Client. .
5. INTELLECTUAL PROPERTY
The Client _and Consultant, jointly and separately, acknowledge and agree that the
intellectual property of both parties shall remain owned by the respective party. With the exception
of Consultant's periodic and final reports generated for performance of this Agreement to or for
the Client (which shall belong to Client), reports, memorandums, electronic mail, facsimile
transmissions and other written and prepared documents shall be owned by the party who authored,
generated or who originally possessed the same and nothing in this Agreement shall contravene
said rights. The Client acknowledges that all intellectual property developed during the course of
this Agreement by Consultant shall belong exclusively to Consultant; provided, however, the
Client may utilize any of the foregoing intellectual property for its internal operations; provided,
further,. that Client must and will take all reasonable and necessary steps, as well as endeavor to
ensure that its employees and agents also comply, with respect to the use, copying, protection and
security of the Consultant's intellectual property. Notwithstanding the foregoing, all strategic
plans and other materials delivered by Consultant to Client shall belong to and remain the
intellectual property of the Client.
6. APPLICABLE LAWS
Consultant, in its role as a professional service provider of consulting services, shall abide
by all laws, rules and regulations applicable to such services, including the laws of the State of
Alabama.
7. INSURANCE
Consultant shall carry all appropriate and necessary insurance to be in compliance with
state and federal laws regarding the insurance coverage of its employees.
8. DEFAULT AND TERMINATION
(a) Default Termination. In the event Consultant should violate any of the terms of this
Agreement, Client shall provide Consultant with written notice of such default. Consultant shall
have a period of thirty (30) days following such notice to cure any alleged default. Should
Consultant fail to cure such default in the time period provided, Client shall be permitted to
terminate this Agreement. All fees previously paid by Client to Consultant are understood to be
My earned when paid and are not subject to refund following any termination hereunder.
(b) Automatic Termination. This Agreement shall automatically terminate upon the
completion of the Downtown Strategies Workshop; provided, however, that the Downtown
Strategies Workshop shall be concluded no later than six (6) months after the Effective Date.
9. NOTICES/PARTIES REPRESENTATIVES
All notices, bills, invoices and reports required by this agreement shall be sufficient if sent
by the parties hereto in the United Sates Mail, postage prepaid thereon to the addresses noted
below:
Client: City of Richmond, IN
50 North 5th
Richmond, IN 47374
Attention: Beth Fields, Director of Infrastructure & Development
765-983-7211
bfields@richinondindiana.gov
Consultant: Retail Strategies, LLC
2200 Magnolia Ave. South, Suite 100
Birmingham, AL 35205
Email: sleara@retailstrategies.com
Fax: (205) 313-3677
Attention: Stephen P. Leara, Esq. EVP I General Counsel
10. INDEPENDENT CONTRACTOR
While Consultant's role will be that of consultant to the Client, Consultant shall be and
remain an independent contractor and not act in the role of an agent or legal representative on
behalf of the Client. Consultant shall not have the authority to bind or obligate the Client, its
officers, agents or employees.
11. MISCELLANEOUS
Third Party Beneficiaries: It is the intent of the parties hereto that there shall be no third -
party beneficiaries to this Agreement.
Final Integration: 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. All written or oral understandings and agreements
heretofore had between and among the parties are merged into this Agreement, which alone
fully and completely expresses their understandings. No representation, warranty, or
covenant made by any party which is not contained in this Agreement or expressly referred
to herein have been relied on by any party in entering into this Agreement.
Force Maieure: Neither party to this Agreement shall hold the other party responsible for
damages or delay in performance caused by acts of God, terrorism, strikes, lockouts or
other circumstances beyond the reasonable control of the other or the other party's
employees, agents or contractors.
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 all of the parties.
i
Binding Effeet: This Agreement shall bind the parties and their respective personal
representatives, heirs, next of kin, legatee, distributees, successors, and assigns. If any
provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.
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.
Construction: This Agreement shall be construed in its entirety according to its plain
meaning and shall not be construed against the party who provided or drafted it.
Governing Law: This Agreement shall be construed under the laws of the State of
Alabama.
Prohibition on Assignment and Delegation: No party to this Agreement may assign or
delegate its interests or obligations hereunder without the written consent of all other
parties hereto obtained in advance of any such assignment or delegation. No such
assignment or delegation shall in any manner whatsoever relieve any party from its
obligations and duties hereunder and such assigning or delegating party shall in all respects
remain liable hereunder irrespective of such assignment or delegation.
Waiver: Non -enforcement of any provision of this Agreement by either party shall not
constitute a waiver of that provision, nor shall it affect the enforceability of that provision
or of the remaining terms and conditions of the Agreement.
Agreement Date/Counterparts: The date of this Agreement is intended as and for a date
for the convenient identification of this Agreement and is not intended to indicate that this
Agreement was necessarily executed and delivered on said date. This instrument may be
executed in any number of counterparts, each of which so executed shall be deemed an
original, but all such counterparts shall together constitute but one and the same instrument.
Brokerage nights: Client acknowledges that affiliates of Consultant act in the capacity
of a real estate brokerage service business and may earn fees for services including
brokerage, development, leasing and management fees in the performance of such affiliates
services which may encompass a portion of the Project. In no event will the Client be
responsible for any such fees, to the extent they are earned pursuant to this paragraph.
CLIENT:
CITY of RICHMOND, IN
By_. -
Title
Date
X610Yiamr., ►111A
RETAIL STRATEGIES, LLC
By_
Title
Date
r �
Y
MM8118
This section outlines the Services which Retail Strategies (the "Consultant') will provide to the City of Richmond,
IN (the "Client').
2 day, in -market workshop holding focus group and stakeholder meetings and assessing the
following to produce a report with implementable solutions and recommendations for
revitalizing and redeveloping your Downtown, including but not limited to:
A. Market Analysis
1. Downtown Trade Area Analysis Using Custom Geographies, Radius, and Drivetime
Geographies
2. Mobile Data Study for Downtown Merchants
3. Tapestry lifestyles — psychographic profile of trade area / market segmentation
analysis
4. Consumer Spending Pattern Reports
5. Market and retail GAP analysis for trade area (i.e. leakage and surplus)
6. Identification of Categories for Business Recruitment
7. Identification of Geographic Areas of Development and Redevelopment
B. Economic Vitality
Assessment of the Downtown's economy and recommendations for opportunities and
improvements considering the following:
1. Entrepreneurship & Maker Spaces
2. Catalyst Funding & Project Identification
3. Incentives, Special Revenue Generators, & Other Financial Tools
4. Assess Brand, Messaging, and Image
C. Tourism & Promotion
Assessment of the community's tourism efforts and their branding, marketing, and
messaging, specifically related to the Downtown, with recommendations for
opportunities and improvements considering the following:
1. Special Event Assessment
2. Hotel & Adjacent Lodging Analysis
3. Transportation & Parking Accessibility Analysis
4. Wayfinding Signage Analysis
5. Placemaking & Beautification Techniques
D. Design
Assessment of the Downtown's streetscapes and aesthetic appeal and recommendations
for opportunities and improvements considering the following:
1. Connectivity Analysis: Assessing Gateway Signage, Roadway, Landscaping,
Walkability, & Pedestrian & Bike Accessibility
2. Historic Preservation Assessment & Recommendations
3. Assessment Parking, Lighting, Fagade, Windows, Public Art, Uniformity of
Character and Design, & Architectural Standards
E. Organization
Assessment of organizational capacity for implementing recommendations, committee
and volunteer structure and capacity and recommendations for opportunities and
improvements considering the following:
1. Strategy Board
2. Investment Strategy Assessment and Recommendation
3. Business Inventory & Maximization
4. Building Inventory & Maximization
5. Public/Private Partnerships (P3)