HomeMy WebLinkAboutMO #2414MUNICIPAL ORDER NO. 2414
A MUNICIPAL ORDER AUTHORIZING AND APPROVING AN
AGREEMENT BETWEEN THE CITY OF PADUCAH AND RETAIL STRATEGIES, LLC,
FOR RETAIL ECONOMIC DEVELOPMENT RECRUITMENT SERVICES, DATA AND
TRAINING IN AN AMOUNT OF $40,000 PER YEAR FOR THREE (3) YEARS AND
AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT
BE IT ORDERED BY THE BOARD OF COMMISSIONERS OF THE CITY OF
PADUCAH, KENTUCKY, AS FOLLOWS:
SECTION 1. That the City hereby authorizes and approves an Agreement with
Retail Strategies, LLC, in substantially the form attached hereto and made part hereof (Exhibit
A), in an amount of $40,000 per year for three (3) years for retail economic development
recruitment services, data and training, and authorizes the Mayor to execute said agreement.
SECTION 2. That the City hereby authorizes the transfer of $40,000 from the
Administrative Contingency Account No. 10000106 524500 to the Planning Department Other
Contractual Services Account Number 1000 1202 523070. Payment will be made from said
Other Contractual Services account.
SECTION 3. This order shall be in full force and effect from and after the date of
its adoption.
Brandi Harless, Mayor
ATTEST:
Lindsay Paris ity Clerk
Adopted by the Board of Commissioners, December 8, 2020
Recorded by Lindsay Parish, City Clerk, December, 8, 2020
\MO\agree- Retail Strategies 2020
1/3930930.7
EXHIBIT A
PROFESSIONAL SERVICES AGREEMENT TO PROVIDE
CONSULTING SERVICES
This Professional Services Agreement to Provide Consulting Services (this "Agreement')
sets forth the mutual understanding of (the "Client") the City of Paducah, KY and Retail Strategies,
LLC, an Alabama limited liability company (the "Consultant") on this the day of
, 2020 (the "Execution Date"), for the provision of professional consulting
services as more fully set forth below.
RECITALS:
The Consultant possesses a high degree of professional skill and experience and is a unique
provider of professional consulting services in retail recruitment.
The Client desires to hire the Consultant to provide professional consulting services
because of its professional skill and experience.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth in this Agreement, the Client and the Consultant, intending to be legally
bound, do hereby agree as follows:
1. CONSULTING SERVICES. The Consultant agrees to provide the following
professional consulting services to the Client (the "Services"):
A. Research. The Consultant will identify the Client's retail trade area using a blend of
demographics, political boundaries, drive times and/or custom boundaries. The Consultant
will perform market and retail analysis based on current industry standards at the time such
reports are run. The Consultant will map retail locations and analyze opportunities given
local and macro retail trends.
B. In -Market Real Estate Analysis. The Consultant will analyze existing shopping centers
and retail corridors and actively reach out to local brokers and real estate owners. The
Consultant will identify, evaluate and catalogue priority commercial properties for
development or redevelopment based on their highest -and -best -use. The Consultant will
identify priority business categories to expand locally and to recruit to the area.
C. Retail Recruitment. The Consultant will proactively recruit businesses for targeted zones
through the contact of a minimum of 30 retailers, restaurants, brokers or developers. The
Consultant will regularly update the Client Representative on retail recruitment efforts via
email, telephone and the Consultant's client web portal known as "Basecamp." One market
visit per calendar year is included in this agreement, additional travel outside of this
agreement and requested by the Client shall be approved and paid for by the Client. The
Consultant will represent the Client at International Council of Shopping Center
conferences and provide updates according to the yearly conference schedule.
D. Updates. The Consultant will provide the Client Representative with updates within three
business days of receipt of a request from the Client Representative (as defined in Section
4 below).
2. TERM. The Consultant's engagement and provision of Services will commence
upon the Execution Date as set forth above. The Consultant's engagement and this Agreement
will terminate automatically on the third anniversary of the Execution Date (the "Term") unless
earlier terminated as provided in Section 6 below. At the end of the Term, the Client, acting by
and through the Client Representative, may extend the Term at its option for successive one year
periods on such terms and conditions as the Client Representative, acting for and on behalf of the
Client, and the Consultant may agree upon in writing.
3. CONSULTING FEE.
A. Consulting Fee. In consideration for providing the Services, the Client agrees to pay the
Consultant a consulting fee (the "Consulting Fee") in an amount equal to $120,000. The
Consulting Fee will be paid in installments of immediately available funds as follows:
Contract Period I Payment Date I Payment Amount
Year One
Upon execution of this
agreement
$40,000
On or before the 1 st
Year Two
anniversary of the Execution
$40,000
Date
On or before the 2nd
Year Three
anniversary of the Execution
$40,000
Date
B. Payment Default. If the Client fails to pay any portion of the Consulting Fee on the
requisite payment date, the Consultant will immediately cease all Services, including but
not limited to: (1) negotiation of incentive agreements; (2) all recruiting and marketing
efforts; (3) representation of the Client at trade shows; (4) booking meetings for the Client
with prospective retailers; and (5) including the Client in marketing materials.
4. CLIENT INFORMATION AND ACCESS.
A. To the extent permitted by law, the Client will provide the Consultant with access to
relevant personnel, facilities, records, reports and other information (including any
information specified in the Consultant's proposal to the Client) accessible by the Client
that the Consultant may reasonably request from time -to -time during the Term. The Client
acknowledges and agrees that the Consultant's scheduled delivery of the Services is
dependent upon the timely access to such personnel, facilities, records, reports and other
requested information.
B. To facilitate such access and Consultant's delivery of the Services, the Client designates
the Business Development Specialist (the "Client Representative"), currently Kathryn
Byers. The Client Representative will serve as the primary liaison between the Consultant
and the Client. The Client Representative will have responsibility for regular
communications between the Client and the Consultant, including providing updates in a
timely manner through Basecamp. The Client Representative's communications to the
Consultant will include information regarding retail growth and development, such as
actual and prospective business openings and closings, changes in economic drivers (e.g.,
significant increases or decreases in workforce of major employers, school enrollments,
housing or healthcare services) and changes in the ownership of targeted real estate (e.g.,
transfers of real estate or changes in the finances of ownership). The Client Representative
will also be responsible for disseminating updates relative to consultants' activities related
to scope of work to members of local stakeholder groups of the Client (e.g. City Council,
Economic Development Boards, and Chamber of Commerce etc.).
C. The Client hereby authorizes the Client Representative (i) to act on behalf of the Client in
the day-to-day administration and operation of this Agreement and the arrangements it
contemplates and (ii) to execute and deliver, on behalf of the Client, such notices,
approvals, consents, instruments, amendments or other documents as may be necessary or
desirable to facilitate or assist the Consultant with the provision of the Services.
5. INTELLECTUAL PROPERTY. As part of the Services, the Consultant will prepare
periodic and final reports including demographic and other research reports that will become the
property of the Client upon delivery from the Consultant. Any other reports, memoranda,
electronic mail, facsimile transmissions or other written documents prepared or used by the
Consultants in connection with the Services will remain the property of the Consultant. With the
Consultant's prior permission, the Client may use other information provided by the Consultant,
such as specifics related to retailers, developers, site information or other "confidential
information" for internal purposes while taking reasonable steps to so limit the use of such
materials and maintain its confidentiality.
6. TERMINATION.
A. By the Client At -Will. The Client may terminate this Agreement at any time for any or
no reason upon delivery of 30 days' prior written notice to the Consultant. Any portion of
the Consulting Fee paid prior to such termination of this Agreement is earned when paid
and nonrefundable.
B. By the Client Upon the Consultant's Default. The Client may notify the Consultant
within 90 days of the day that the Client knows or should have known that the Consultant
breached this Agreement. The Consultant will have 30 days following receipt of such
notice to cure any alleged breach. If the Consultant fails to cure any alleged breach within
that 30 -day period, then the Client may terminate this Agreement. Within 30 days of such
termination of this Agreement, the Consultant will refund a pro rata portion of the
installment of the Consulting Fee previously paid for the contract period during which such
termination occurs based upon the number of days remaining in such contract period.
C. By the Consultant At -Will. The Consultant may terminate this Agreement at any time
for any or no reason upon delivery of 30 days' prior written notice to the Client. Within
30 days of such termination of this Agreement, the Consultant will refund a pro rata portion
of the installment of the Consulting Fee previously paid for the period during which such
termination occurs based upon the number of days remaining in such period.
D. By the Consultant Upon the Client's Default. The Consultant may notify the Client
within 90 days of the day that the Consultant knows or should have known that the Client
breached this Agreement. The Client will have 30 days following receipt of such notice to
cure any alleged breach. If the Client fails to cure any alleged breach within that 30 -day
period, then the Consultant may terminate this Agreement. Any portion of the Consulting
Fee paid prior to such termination of this Agreement is earned when paid and
nonrefundable.
7. NOTICES. Any notice or communication in connection with this Agreement will be in
writing and either delivered personally, sent by certified or registered mail, postage prepaid,
delivered by a recognized overnight courier service, or transmitted via facsimile or other electronic
transmission, addressed as follows:
Client: The City of Paducah
300 South 5th Street
P.O. Box 2267
Paducah, Kentucky 42002-2267
Attention: Kathryn Byers
Email: kbyers@paducahky.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
or to such other address as may be furnished in writing by either party in the preceding manner.
Notice shall be deemed to have been properly given for all purposes: (i) if sent by a nationally
recognized overnight carrier for next business day delivery, on the first business day following
deposit of such notice with such carrier, (ii) if personally delivered, on the actual date of delivery,
(iii) if sent by certified U.S. Mail, return receipt requested postage prepaid, on the third business
day following the date of mailing, or (iv) if sent by facsimile or email of a PDF document (with
confirmation of transmission), then on the actual date of delivery if sent prior to 5 p.m. Central
Time, and on the next business day if sent after such time.
S. INDEPENDENT CONTRACTOR. The Consultant, in its capacity as a professional
consultant to the Client, is and will be at all times an independent contractor. The Consultant does
not have the express, implied or apparent authority either (A) to act as the Client's agent or legal
representative or (B) to legally bind the Client, its officers, agents or employees.
9. STANDARD TERMS.
A. Affiliated Services: The Client acknowledges that certain affiliates of the Consultant
provide real estate brokerage and management services for which they are paid brokerage,
development, leasing, management and similar fees. In connection with the Services and
with the prior written permission of the Client, such affiliates may be engaged to provide
such services in consideration for the payment of such fees.
B. Applicable Laws: The Consultant will abide by all laws, rules and regulations applicable
to the provision of the Services.
C. Insurance: The Consultant will carry all employee insurance necessary to comply with
applicable state and federal laws.
D. Third Party Beneficiaries: This Agreement is for the sole benefit of the parties to this
Agreement and their permitted successors and assigns. Nothing in this Agreement,
whether express or implied, is intended to or will confer upon any other person or entity
any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.
E. Publicity: The Client agrees that the Consultant may, from time -to -time, use the Client's
name, logo and other identifying information on the Consultant's website and in marketing
and sales materials.
F. Entire Agreement: This Agreement, together with any exhibits or amendments hereto, ,
constitutes the entire agreement of the parties, as a complete and final integration thereof
with respect to its subject matter. Any prior written or oral understandings and agreements
between the parties are merged into this Agreement, which alone fully and completely
expresses their understanding. No representation, warranty, or covenant made by any party
which is not contained in this Agreement or expressly referred to herein has been relied on
by any party in entering into this Agreement.
G. Further Assurances: Each party hereby agrees to perform any further acts and to execute
and deliver any documents which may be reasonably necessary to carry out the provisions
of this Agreement.
H. Force Maieure: Neither parry to this Agreement will hold the other parry 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 parry's employees,
agents or contractors.
I. Limitation on Liability; Sole Remedy: Each party's liability to the other party arising
out of or related to this Agreement or the Services will not exceed the amount of the
Consulting Fee. The Client's sole remedy in the event of any alleged breach of this
Agreement by the Consultant will be the notice, cure and refund provisions of Section 6(B)
of this Agreement.
J. Amendment in Writing: This Agreement may not be amended, modified, altered,
changed, terminated, or waived in any respect whatsoever, except by a further agreement
in writing, properly executed by a duly authorized officer of the Consultant and the Client
Representative, acting for and on behalf of the Client.
K. Binding Effect: This Agreement will bind the parties and their respective successors and
assigns. If any provision in this Agreement will be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired thereby.
L. Captions: The captions of this Agreement are for convenience and reference only, are not
a part of this Agreement and in no way define, describe, extend, or limit the scope or intent
of this Agreement.
M. Construction: This Agreement will be construed in its entirety according to its plain
meaning and will not be construed against the party who provided or drafted it.
N. Prohibition on Assignment: No party to this Agreement may assign its interests or
obligations hereunder without the written consent of the other party obtained in advance of
any such assignment. No such assignment will in any manner whatsoever relieve any party
from its obligations and duties hereunder and such assigning party will in all respects
remain liable hereunder irrespective of such assignment.
O. Waiver: Non -enforcement of any provision of this Agreement by either party will not
constitute a waiver of that provision, nor will it affect the enforceability of that provision
or of the remaining terms and conditions of this Agreement.
P. Survival: Section 5 and Section 9(H) will survive termination of this Agreement.
Q. Counterparts; Electronic Transmission: This Agreement may be executed in
counterparts, each of which will be deemed to be an original, and such counterparts will,
together, constitute and be one and the same instrument. A signed copy of this Agreement
delivered by telecopy, electronic transmission or other similar means will be deemed to
have the same legal effect as delivery of an original signed copy of this Agreement.
IN WITNESS WHEREOF, the Client and the Consultant have caused this Agreement to
be executed by their duly authorized officers to be effective as of the Effective Date.
CLIENT:
CITY OF PADUCAH, KENTUCKY
By:
Name: Brandi Harless
Title: Mayor
Date: December , 2020
CONSULTANT:
RETAIL STRATEGIES, LLC
By:
Name:
Title:
Date
EXHIBIT A
I. CONSULTANT AGREEMENT
This section outlines what Retail Strategies (the "consultant') will provide to City of Paducah, Kentucky (the
"client').
A. Research
1. Identify market retail trade area using political boundaries, drive times and radii
and custom boundary geographies
2. Perform market and retail GAP analysis for trade area (i.e. leakage and surplus)
3. Conduct retail peer market analysis
4. Competition analysis of identified target zones trade area(s)
5. Tapestry lifestyles — psychographic profile of trade area / market segmentation
analysis
6. Customized retail market guide including aerial map with existing national
retailer brands and traffic counts
7. Retail competitor mapping/analysis
8. Analysis of future retail space requirements in relation to the retail market
analysis, the market's growth potential and trends in the retail industry
9. Identification of at minimum 30 retail prospects to be targeted for recruitment
over three-year engagement
10. Updates provided on retail industry trends
11. Custom on -demand demographic research — historical, current, and projected
demographics — to include market trade areas by radius/drive time, and custom
trade area
B. Boots on the Ground Analysis
1. Identify/Evaluate/Catalog priority commercial properties for development, re-
development and higher and best use opportunities
2. Identification of priority business categories for recruitment and/or local
expansion
3. Perform competitive analysis of existing shopping centers and retail corridors
4. Active outreach to local brokers and landowners
C. Retail Recruitment
1. Pro -active retail recruitment for targeted zones
2. Will contact a minimum of 30 retailers, restaurants, brokers and/or developers
3. Updates on new activity will be provided to Client's designated primary point
of contact (Sec. II -A) via Basecamp, telephone, or email on a monthly and/or
as needed basis
4. One market visit per calendar year included in agreement, any travel outside of
the agreement shall be approved and paid for by the contracting entity
5. ICSC conference representation- updates provided according to the yearly
conference schedule
D. Retail Academy
1. Virtual Retail Education