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AGREEMENT TO PROVIDE
RESEARCH, MARKETING & CONSULTING SERVICES
THIS AGREEMENT (this "Agreement") is entered by and between NextSite, LLC, an
Alabama limited liability company (hereinafter referred to as "Consultant") and the City of
Crestview (hereinafter referred to as "Client') on this the 9thth day of April 2018, as follows:
WHEREAS, Client desires to have performed those services identified on Exhibit A
attached hereto (the "Project') for the City of Crestview which it believes will promote the efficient
operation of Client; and,
WHEREAS, Consultant has made a proposal to Client to provide research, marketing and
consulting services related to 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 Client and Consultant, by which Consultant will provide research,
marketing and professional consulting to Client as hereinafter specified, through individuals
possessing a high degree of professional skill where the personality of the individual will play a
decisive role as follows:
1. SCOPE OF SERVICES
Consultant agrees, for the consideration stated herein, to provide research, marketing and
professional consulting and related services to Client for the Project as set out in Exhibit A. The
engagement will focus on development, redevelopment and infill opportunities in the City of
Crestview.
2. TIME OF PERFORMANCE
Consultant shall provide services pursuant to this Agreement and expeditiously and in good
faith conduct its work in such a manner as to complete its commitments for Client within three (3)
years between April 12, 2018 and April _2, 2021 with annual renewal options beginning
April 12, 2021.
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Consultant shall commence, carry on and complete the Project with all practicable
dispatch, in a sound, economical and efficient manner, in accordance with the provisions hereof
and applicable laws. In accomplishing the Project, Consultant shall take such steps as are
appropriate to ensure that the work involved is properly coordinated with related work and policies
being carried on by Client.
3. COMPENSATION
Client agrees to pay Consultant for the services as set forth herein, the sum of $22,000 for
the first year. Payment for the first year is to be made upon execution of this Agreement and
Client's receipt of the applicable invoice from Consultant. The compensation for years two and
three shall be $22,000 payable by the 2019 and 2020 renewal dates. Client shall have the right to
renew the contract for additional years, starting in year four, at the rate of $22,000 per year
thereafter. Client acknowledges that affiliates and strategic partners of Consultant act in the
capacity of a real estate advisory service business and may earn fees for services including
development, leasing and real estate advisory fees in the performance of such affiliates services as
part of the scope of the Project. The fees earned by such affiliates and strategic partners are not
the responsibility of the City of Crestview.
4. CLIENT RESPONSIBILITIES
In addition to paying Consultant for services according to the preceding paragraph, Client
shall also provide for Consultant: access to 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 in Client's possession.
5. LEVEL OF COMPETENCE
Consultant represents and warrants to Client that it and all of its employees that will be
working on the project for Client are qualified and competent to perform the services required.
Such personnel shall not be employees of or have any pre-existing contractual relationship with
Client. All services required hereunder will be performed by Consultant or under its supervision.
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The Project Directors for the performance of services by Consultant pursuant to the terms
and conditions of this Agreement shall be Managing Partner Chuck Branch and Shelley Shores,
VP of Client Communications. Consultant may also use additional employees to assist with the
performance of this Agreement as Consultant deems appropriate in Consultant's discretion.
6. MATERIALS/CONFIDENTIALITY
Client agrees to cooperate with and provide Consultant with access to facilities and
information within its reasonable possession and control, requested by Consultant for its review
and use in performing the services herein. Provided, however, all such documents, information,
results, memoranda and all other written information ("information") shall be held confidential by
Consultant and any of its subcontractors and shall not, without the prior written consent of Client,
be used for any purpose other than the performance of this Agreement nor be disclosed to any
other entity not connected with performance of this Agreement. Upon completion of services,
Consultant shall return all such information to Client. Client shall retain ownership of all such
information provided by Client.
7. INTELLECTUAL PROPERTY
Client and Consultant, jointly and separately, acknowledge and agree that the intellectual
property of both parties shall remain owned by the respective party. Except for Consultant's
periodic and final reports, as well as all marketing materials, generated for performance of this
Agreement to or for Client, 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.
8. INFORMATION AND REPORTS
Consultant shall furnish periodic reports concerning the status of the project to Client's
representative pursuant to a schedule agreed upon by Consultant and Client. Consultant shall
furnish Client, upon request, electronic copies of all documents and other material prepared or
developed as part of the project. Such requests shall be reasonable and within normal business
practices for such work.
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9. COPYRIGHT INFORMATION
Client acknowledges that all intellectual property developed during the course of this
Agreement by Consultant shall belong exclusively to Consultant. However, Client may utilize any
of the foregoing for and on behalf of its internal operations but will take steps reasonably necessary
with its employees with respect to the use, copying, protection and security of the foregoing.
Notwithstanding the foregoing, Client may use all marketing materials developed pursuant to this
Agreement for both its internal operations and external needs.
10. APPLICABLE LAWS
Consultant shall register and comply with all State or Federal laws and/or regulations as
they may relate to the services or activities of the Consultant to Client.
11. INSURANCE
Consultant shall carry all appropriate and necessary insurance to be in compliance with
state and national laws regarding the insurance coverage of its employees.
12. TERMINATION
Should Consultant violate any of the terms of this Agreement or otherwise fail to fulfill its
obligations set forth under Exhibit A of this Agreement, Client shall provide Consultant written
notice of any alleged deficiencies in performance as soon as practical. Consultant shall have thirty
(30) days from the date notice is received to cure any alleged deficiencies in performance. In no
way shall more than two (2) opportunities to cure be afforded to Consultant within a twelve-month
period. Should Consultant fail to remedy the alleged defect in performance after being given the
opportunity to do so, Client shall have the right to terminate this Agreement. All fees paid for any
term shall be deemed fully earned when paid and are not subject to refund following any
termination hereunder.
13. CONFLICT OF INTEREST
Consultant represents and warrants to Client, to the best of its knowledge, that neither it
nor its Project Directors are aware of any conflict of interest which exists by means of its provision
of services to Client pursuant to the terms and conditions of this Agreement.
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14. NOTICES/PARTIES REPRESENTATIVES
The primary representative of Client for this Agreement shall be the Mayor and City
Clerk of the City of Crestview
All notices, bills, and invoices 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:
Consultant:
City of Crestview
Attn: City Clerk
198 Wilson Street North
Crestview, FL 32536
NextSite LLC
880 Montclair Road
Suite 525
Birmingham, AL 35213
Attention: Chuck Branch
15. REPRESENTATIVE CAPACITY
While Consultant's role will be that of a consultant to Client, Consultant shall be and
remain an independent contractor and not act in the role of an agent or legal representative on
behalf of Client. Consultant shall not have the authority to bind or obligate Client, its officers,
agents or employees.
16. MISCELLANEOUS
Capacity: Each party to this Agreement represents and warrants to the other as follows:
A. That it is an individual of the age of majority or otherwise a legal entity duly
organized and in good standing pursuant to all applicable laws, rules and
regulations.
B. That each has full power and capacity to enter into this Agreement, to
perform and to conclude the same including the capacity, to the extent
applicable, to grant, convey and/or transfer; areas, assets, facilities,
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properties, (both real and personal), permits, consents and authorizations
and/or the full power and right to acquire and accept the same.
C. That to the extent required, each party has obtained the necessary approval
of its governing body, board, council or other appropriate governing body
and a resolution or other binding act has been duly and properly enacted by
such governing body or board authorizing this Agreement and said approval
has been reduced to writing and certified or attested by the appropriate
official of the party.
D. That each party has duly authorized and empowered a representative to
execute this Agreement on their respective behalf and the execution of this
Agreement by such representative fully and completely binds the party to
the terms and conditions hereof.
E. That absent fraud, the execution of this Agreement by a representative of
the party shall constitute a certification that all such authorizations for
execution exist and have been performed and the other party shall be
entitled to rely upon the same. To the extent a party is a partnership, limited
liability company or joint venture, the execution of this Agreement by any
member thereof shall bind that party and to the extent that the execution of
this Agreement is limited to a manager, managing partner or specific
member then the person so executing this Agreement is duly authorized to
act in such capacity for the party.
F. That each party represents and warrants to the other that, to the best of its
knowledge, there is no litigation, claim or administrative action threatened
or pending or other proceedings to its knowledge against it which would
have an adverse impact upon this transaction or upon either's ability to
conclude the transaction or perform pursuant to the terms and conditions of
this Agreement.
G. That each party has obtained all required permits, approvals and/or
authorizations from third parties to enable it to fully perform pursuant to
this Agreement.
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. In the event of a direct conflict between the provisions
hereof and any prior agreement or amendment, the latter shall supersede the former. 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, 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.
Binding Effect: This Agreement shall bind the parties and their respective personal
representatives, 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 shall 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.
Mandatory and Permissive: "Shall", "will", and "agrees" are mandatory; "may" is
permissive.
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Governing Law: The laws of the State of Florida, but without regard to conflict of laws
principles, shall govern the validity of this Agreement, the construction of its terms, the
interpretation of the rights, the duties of the parties, the enforcement of its terms, and all
other matters relating to this Agreement.
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 this 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.
17. Public Access
Next Site, as Consultant, shall comply with the requirements of Florida's Public Records
law. In accordance with Section 119.0701, Florida Statutes, Consultant shall:
a. Keep and maintain public records required by the public agency in order to perform the
service.
b. Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided under Florida's
Public Records Law or as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of
the contract term and following completion of this contract if Consultant does not transfer
the records to the public agency: and
d. Upon completion of the contract, transfer, at no cost, to the public agency all public records
in possession of Consultant or keep and maintain public records required by the public
agency to perform the service. If Consultant transfers all public records to the public agency
upon completion of the contract, Consultant shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure requirements. If
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Consultant keeps and maintains public records upon completion of this contract, the
Consultant shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the public agency, upon request from public
agency's custodian of public records, in a format that is compatible with the information
technology systems of the public agency.
e. If Consultant has questions regarding the application of Chapter
119, Florida Statutes, to Consultant's duty to provide public
records relating to this Agreement, Consultant shall contact the
Custodian of Public Records at:
City Clerk, City of Crestview
198 North Wilson Street
P.O. Box 1209
Crestview, Florida 32536
(850) 682-1560 Extension 250
cityclerk0.citvofcrestview.orq
£ In the event the public agency must initiate litigation against Consultant in order to enforce
compliance with Chapter 119, Florida Statutes, or in the event of litigation filed against the
public agency because Consultant failed to provide access to public records responsive to
a public record request, the public agency shall be entitled to recover all costs, including
but not limited to reasonable attorneys' fees, costs of suit, witness, fees, and expert witness
fees expended as part of said litigation and any subsequent appeals.
CLIENT:
City of Crestview Attest;
By By_
Title (4-ci Title
Date
Date: r /
CONSULTANT:
NextSite, LLC
By // " `�(�►
Title 4-
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Retailer& Restaurant
Outreach
Retail Marketing
Brochure
Retailer
Targets
Focus
Properties
Aerial
Overview
EXHIBIT A
Developer
Outreach
G)
Uber-Retail Retail
Mobile Mapping Opportunities
Tenant Rep
Outreach
Proactive
Marketing
Conference
Representation
Market
Analysis
Consumer
Research
Retail
Leakage/GAPS
RESEARCH - ANALYSIS - MARKETING:
NextSite Demographic and Consumer Research
NextSite partners with and contracts with numerous software, research and data solution providers
to best analyze each opportunity in our engaged communities. Each city, town, or retail trade area
requires unique analysis based on numerous factors including natural boundary areas, current retail
tenant mix, competition, travel times, radius areas and existing sites/buildings. Our research
focuses on identifying the decision critical data that will most likely influence the site location
decisions by retailers. Once these data points are determined — we provide thematic maps, aerial
photos, asset maps, and customized research reports by retail sector.
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NextSite Analysis
RETAIL GAP/LEAKAGE SUMMARY
One of the most critical components of any retail research/consulting engagement is accurate retail
leakage analysis — measuring household spending by category that is leaving the designated trade
area to purchase goods and services. Capturing this leakage through development and
redevelopment broadens the tenant mix, creates jobs and leads to additional retail sales tax revenue.
COMMUNITY PEER ANALYSIS
Developers and retailers are always looking for opportunities in cities/trade areas that are similar
to previous projects they have completed. We have developed a software solution that allows us
to very quickly identify similar geographies (peers) based on a set of demographic, consumer
spending and population segmentation variables — allowing us to match potential developments
and new retail based on existing locations.
FOCUS PROPERTIES
The NextSite team will work with your organization, local property owners and active commercial
brokers in your market to determine the appropriate Focus Properties to position as opportunities
to developers, tenant reps and retailers. Once we've identified these opportunities, we will upload
them to OppSites.com on your behalf.
RETAILER TARGET LIST
The NextSite team, leveraging our experience, resources and contacts throughout the U.S. will
build a retailer target list identify those retailers most likely to consider your city/retail trade area
for future expansion. We will also match the retailers in this list to developers that have done
single and multi -tenant projects with these concepts.
AERIAL MAPS OF CURRENT RETAILERS
Our Regis software creates aerials by city, retail trade area or development/redevelopment zones
including locations of all current regional and national retailers. These aerial maps become key
components of the Retail Marketing Brochure.
NextSite Pro -active Marketing
RETAIL MARKETING BROCHURE
Highlights the Focus Properties in your city, key demographic statistics and includes an 11x17
aerial overview of the current retail landscape in the trade area.
PRO ACTIVE RECRUITMENT OF DEVELOPERS & TENANT REP FIRMS
NEXTSITE will leverage its developer and tenant rep relationships to proactively recruit new
development and redevelopment to the City of Crestview. As part of our efforts NextSite will
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represent and market the opportunities in Crestview at ICSC Deal Making Conferences across
the U.S.
BASECAMP
Upon completion of the research component of our engagement, the NextSite team creates an
online account through BASECAMP, a document management and communication platform,
available to the appropriate contacts in your city/organization to access the market analysis and
marketing materials.
Scope of Services
Our process begins with establishing your Basecamp Account and issuing our Getting Started
document to the identified primary contact(s) in your community. Simultaneously we begin the
research and market analysis and plan our initial market visit. As we complete components of
the process, we upload the research, analysis and strategy to your Basecamp Account. This
initial phase of the engagement is typically a 60 day process. However, we begin outreach
to our developer and tenant rep relationships immediately, letting our contact(s) know
we've been engaged by your community and our preliminary thoughts on the market
opportunities.
Market Research - NextSite's assessment will include, but will not be limited to,
the following:
➢ Trade Area Analysis
➢ Demographics, psychographic, segmentation & consumer
behavior/attitudes
➢ Trade Area Competitors
➢ Existing retail landscape
➢ Retail leakage/surplus — GAP Analysis
➢ Peer Analysis
➢ Retail development in peer communities
➢ Cannibalization
➢ Retail trends
➢ Market viability
• Identify Trade Corridors/Areas
NextSite will identify the appropriate radius, drive time and custom trade
areas based on feedback from key community contacts, analysis of peer
communities and through our onsite market visits.
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" A n a l y z e M a r k e t &