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CONTRACT 3670 Professional Services Agreement CLOSED3 6 / 0 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND ECONOMIC DEVELOPMENT SYSTEMS This AGREEMENT is entered into this 9h day of November, 2006, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and ECONOMIC DEVELOPMENT SYSTEMS, a Partnership ( "CONSULTANT "). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed SIXTY NINE THOUSAND EIGHT HUNDRED dollars ($69,800) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "B," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be bome by CONSULTANT. -1- 3670.,�� 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "B ") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON - APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. ADDITIONAL WORK. A. CITY's city manager ("Manager") may determine, at the Manager's sole discretion, that CONSULTANT must perform additional work ( "Additional Work') to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work. B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. C. Payments over $10,000 for Additional Work must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. -2- 3670• .,. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be from November 9, 2006, to November 30, 2007. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "B"; B. Termination as stated in Section 16. 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Work; B. Exhibit B: Compensation Schedule 12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the -3- 3670 contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 15. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 16. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work Performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. -4- 3670• ., 17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 19. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs u' (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. -5- 3670 ' • sY D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 23. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: of Insurance Limits Commercial general liability: $1,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of 0 3670• , .L ISO -CGL Form No. CG 00 01 1185, 88 or equivalent. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 1185 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 16. 24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 26. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: -7- If to CONSULTANT: Economic Development Systems 436 Calle Mayor, Second Floor Redondo Beach, CA 90277 Attention: Jim Harrigan, Principal If to CITY: City of El Segundo — City Clerk 350 Main Street, Room 5 El Segundo, CA 90245 -3813 Attention: Assistant City Manager 36 7 0 • ..: Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 32. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are two (2) Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 10 3670 • . 34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 35. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 36. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] W 3670., , IN WiINESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF ^' j..,,,SEGUNDO a gener aw city. City Manager ATTEST: Cindy Mortesen, City Clerk APPROVED T MARK D. N By: l Karl IEB6ker. Ass' to Attorney City Attorney -10 ECONOMIC DEVELOPMENT SYSTEMS t ,Cr„nci�ilL Secretary Taxpayer ID No. Economic D Systms nt Presented to Bill Crowe Assistant City Manager City of El Segundo ■ Jim Harrigan and Pat Hurst Principals Economic Development Systems September 21, 2006 3670. • • L ('J1 3670 �XR 141 T Economic D Systcrosent PROPOSAL FOR THE DEVELOPMENT AND IMPLEMENTATION OF A RETAIL RECRUITMENT, RETENTION AND REVITALIZATION PROGRAM FOR THE VARIOUS RETAIL COMPONENTS WITHIN DOWNTOWN EL SEGUNDO Economic Development Systems (" EDS ") is pleased to submit this proposal for professional services with respect to the above subject. It is understood that the City of El Segundo wishes to contract an economic development consultant to design and implement a Retail Recruitment, Retention and Revitalization Program for the various retail components within the Downtown El Segundo commercial district ( "Program Area "). The purpose of this Retail Market Analysis, Strategy, Marketing Plan Development and Recruitment Implementation is to provide a plan for establishing a desirable increase, upgrade and diversity in the mix of retail uses that will also capitalize on the retention of successful businesses now located in the Program Area, as well as to build upon and enhance the existing revitalization programs of the City of El Segundo. Specific goals of the program include the following: 1. To create a realistic action plan that builds upon existing Program Area's strengths and provides maximum exposure from limited resources. 2. To create a retail recruitment action plan aimed at actively involving El Segundo landlords, existing tenants, commercial brokers, developers and City management and staff. 3. To recommend target niche concepts aimed at encouraging uses to compliment the existing retail businesses in the Program Area. 4. To provide recommended tenant absorption direction for in -fill of retail space. 5. To create a retail recruitment plan that provides recommendations that distinguish the Program Area from other retail already existing or planned in the greater El Segundo trade area. 6. To address the integration of existing Program Area's vacant spaces into the overall marketing plan, including recommendations for the buildings opportunities and constraints from a marketing and leasing perspective. (.; 5 3670 • , Eco omic D Syst�ms nt 7. To identify potential leasing opportunities for retail usage. All recommen- dations will be made after consultation with City management and staff and appropriate stakeholders. 8. To determine the names and locational requirements of target local, regional and national tenant types while identifying specific sites to accommodate their needs. 9. To draft and implement an action plan for recruiting target market developers, investors, retailers, restaurateurs and / or entertainment venues, and to identify and assist in the development of the specific tools required to accomplish these tasks based on successful strategies utilized by other California cities. Development and production of brochures, maps, DVD's and videos are not included in the budget presented herein. �rOPE OF WORK To achieve the above goals, the following scope of work is required: 1. Kick -Off Meeting with City management and staff to discuss assistance, goals and timetables. 2. Compile provided inventory within the Program Area and review area retail uses. 3. Analyze existing retail sales tax data for the Program Area. (It is understood that EDS will be provided by the City with a detailed itemization of sales tax information for all uses within the Program Area to be analyzed on a confidential basis.) 4. Review provided listings of competition in key shopping areas and centers that provide competitive shopping, dining and / or entertainment. 5. Prepare a demographic overview of the greater El Segundo area residents and daytime workers. 6. Conduct selected interviews with knowledgeable real estate and retail management and /or leasing contacts who are familiar with Program Area and its competition. 7. Prepare a concise retail voids overview. 8. Prepare preliminary retail concept recommendations. 9. Research select local, regional and national retailers 2 053 3670.,,`, Eco omic t D Sy �mment 10. Recommend the highest and best use for Program Area's vacant spaces and development sites. 11. Prepare and implement a marketing and leasing plan that outlines the following: (a) A strategy for the Program Area to determine what retail is needed to satisfy the voids in the Program Area; (b) Identify "Key Tenants" that would be successful and draw other successful retailers to the Program Area; (c) Identify possible locations for "Key Tenants' (d) Vacant building use strategy, and; (e) Provide plans for a mix of "traditional' retail, restaurant and possible entertainment usage to complement the existing successes of the Program Area. 12. Present a concise, written outline and verbal report of market research findings, conclusions and recommendations relating Steps 1 -11 above to City management staff and the DESI committee. 13. Create and implement a marketing/ promotions action plan for recruiting the target market businesses and attractions. This will include direct contact with potential tenants, developers and / or their respective brokers; production of specific market information per tenant request; ongoing, monthly review of City staff s maintenance and update of a Retail Vacancy Roster; ongoing effort to expand the original prospective tenant roster; coordinate tours and meetings with potential tenants and /or developers; describe all economic incentives; and, assist throughout negotiation/ occupancy as necessary. APPROACH TO AREA PROMOTION /ANTI FAVORITISM CONCERNS It is understood that the Consultant would not be actively representing specific leasable properties in the Program Area in lease transactions, but would represent the area as a whole. Tenant referrals will be made directly to the leasing agents for the properties involved. All prospective tenants will be provided with information that specifically addresses their individual space and area requirements. The tenant will then select and eliminate properties as they believe necessary. �iJ�i 36%0.,,41 Economic D Syatlmsent Consultant shall respond accordingly to those properties of interest, via the listing broker, and will then monitor and participate in the transaction as required. It has been our experience that dialogue with "hot prospects" must be on an ongoing basis to insure that if the tenant's first choice does not work out, the second alternative is then pursued. It is also highly probable that the Consultant will contact and recruit tenants that are not represented by an exclusive broker. Upon request by the respective tenant, Consultant shall provide a list of at least three El Segundo area commercial real estate brokers to represent said tenant. Tenant shall be fully responsible for further selection of a specific broker. Should there be several area brokers who should be presented as candidates, then a full listing can be rotated on a case -by- case basis. It is also understood that any tenants that do not select a site in the Program Area will be encouraged to look elsewhere in the City of El Segundo for appropriate locations. Jim Harrigan (primary) and Pat Hurst (secondary), Principals of Economic Development Systems will be personally responsible for conducting and supervising the production of the assignment. Their resume/ professional qualifications are attached. :t January, 2002 rates for a minimum 500 annual hours for long -term assignment are $250 per hour, Principal billing rate; Senior Consultant rate, $225 per hour; and, if needed, the hourly billing rate for Senior Analyst will be $180 per hour and for Administrative/ Technical support, $95 per hour, plus expenses. It is projected that the hourly mix for this assignment will be 4 hours of Principal time for every hour of Senior Consultant time. This mix will average the long- term, hourly rate at $245 per hour throughout the assignment, plus expenses. For El Segundo, because of its lower population base, EDS will discount these rates by 46 %. This reduction will set the hourly, mixed rate at $132.00 for the term of this initial agreement, plus expenses. For year one of this "long- term" (500 minimum hours) assignment: 5 J Economic Development Systems Phase 1— 9 Weeks Phase II — 43 Weeks Recruitment $55,500. Implementation: s 3670•..' Direct "reimbursable expenses", include, but are not limited to, air fares; hotels; travel time; ground transportation/ mileage; telephone calls; delivery; demographic reports; graphics and printing; entertainment/ meals; meals while traveling; postage; entertainment; the pro - ration, with other client Cities/ Agencies/ Associations, of costs for regional and national retail conferences (e.g., ICSC Conferences; Trade Co ventions, etc.). The maximum amount of these expenses will not exceed 1 ww0��of the total hourly contract. TIME ALLOCATION As of today, September 21, 2006, th rincipals will allocate up to twelve (12) total hours per week for this assignment and can schedule a commencement of services for October 23, 2006. (Please note that as outstanding proposals/ contracts are executed, this time commitment and commencement date may possibly be altered or delayed.) BILLING ARRANGEMENTS Monthly invoices will be submitted ap roximately on the first of each month. Payment shall be due within thirty (30 days of the date of the billing statement. In the event payment is not received within said thirty (30) day period, it is the policy of the company to cease work until such time that the billings are paid in full. Amounts outstanding thirty (30) days or more from the date of the billing statement will be charged a rebilling amount of two percent (2 9ro) per month (24% per annum). Should this assignment be abandoned or terminated for any reason whatsoever during the progress of the work, billings will be rendered up to the date of said abandonment or termination and shall immediately become due and 3670.•.« Economic D Sestment Y payable. In the event of any dispute relative to this agreement, the prevailing party shall be entitled to attorney's fees and costs. This agreement shall be construed, interpreted, and governed for any and all purposes by the laws of the State of California, and any action on this assignment shall be commenced in the County of Los Angeles, State of California. Economic Development Systems ( "EDS"), based in Redondo Beach, California, provides consulting services to city governments, redevelopment agencies, Business Improvement Districts (BIDs), real estate developers, institutional investors, land owners, and other consulting firms. A staff of experienced professionals with backgrounds in real estate, retail, marketing, management and research form the core of EDS. Economic Development Systems, a partnership, founded in 1991 by Pat S. Hurst, and formalized in 1993 when co- principal Jim Harrigan joined the firm, provides retail recruitment services focusing on: • Market Assessment • Retail Void Analysis • Tenant Recruitment • Plan Implementation • Site Selection Criteria • Strategic Planning • Tenant Negotiations • User Profiles • Retail Program Design • Ongoing General Retail Consultation These services compliment traditional demographic, census and financial statistic studies provided by firms such as Economics Research Associates, Seifel Associates, etc. To help clients better understand their markets and their prospective tenants, EDS examines and analyzes the relevant retail, demographic, and social trends as well as factors that impact a project or an area and then recruit the specific tenants to fill those needs by working closely with City, Agency and Tor Association staff, landlords, commercial real estate firms, and local business owners. EDS provides a coordinated retail recruitment program to prospective businesses currently located outside a given market area by providing outreach to local, regional and national brokers who represent the targeted retailers. The campaign includes promotion of all applicable economic incentives available to retailers such as the Enterprise Zone, Revitalization Zone, Loan Programs and other relevant incentives. EDS' primary responsibility is to reach retailers by personal contact and to match such retailers with specific locations that can accommodate their needs. Upon confirmation of the prospective tenant's interest, EDS assists in identifying various �J+ 3670•..: Economic D Sys _ MS nt leasing and financing strategies that will culminate in a commitment on the retailer's behalf to the market area. This includes proposal analysis, lease oversight and constant monitoring of the transaction. Economic Development Systems has/ is providing consulting services for the following clients/ associates: • City of Long Beach • City of Pasadena • City of San Jose • City of Bellflower • City of S. San Francisco • City of Palmdale • City of Culver City • City of Santa Ana • City of Fullerton • City of Grand Terrace • City of San Diego • City of Azusa • City of Stockton • City of Los Angeles • City of La Puente • City of Rialto • City of Riverside • City of Huntington Beach • City of Concord • Seifel and Associates • Gensler • Hausrath Associates • Congleton Associates • Economics Research Associates • The Arroyo Group Economic Development Systems is certified by the State of California, Division of Civil Rights for participation in Federally and State funded contracts as a woman -owned and operated small business (Certification Number: CT- 023244). 1. City of San Jose Downtown and Various Sub Markets As a Retail Recruitment Consultant for the City of San Jose (population 950,000), EDS is working doselv4ijiffi the City staff in the revitalization of the downtown shopping,, restaurant and en district. The program began with an analysis and design of a retail strate�rrent implementation includes promoting not only specific economic incen ves to key retailers, but providing additional support to property owners and commercial brokers as well. Additional support includes expansion programs for existing retailers, profiles of existing properties for lease and /or sale and demographic profile compilation for specific tenant recruitment. EDS is responsible for current activity with tenants such as Roy's Restaurant, House of Blues, The Magazine Furniture Store, The Improv, California Pizza Kitchen, Cheesecake Factory, etc.