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2009/06/16 Buxton Company Economic Development Strategy PROFESSIONAL SERVICES AGREEMENT THIS AGcy REEMENT for Professional Services ("Agreement") is made this day o `E fective Date") by and between the CITY OF MENIFEE ("City") BUXT COMPANY ("Consultant") (together sometimes and ( g >mes referred to the "Parties"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, and incorporated here. Such work shall be provided at the time and place and in the manner specified in Exhibit A. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall remain and continue in effect for one year; unless sooner terminated or amended pursuant to the provisions of this Agreement. Consultant shall complete the work described on page 25 of Exhibit A, unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator. 1.3 Assignment of Personnel Consultant shall assign only competent personnel to perform services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. 1.5 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $70,000.00 notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In 4824-7172-0963.1 Professional Services Agreement with Buxton Company 1of12 the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person. 2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc., • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder necessary to complete the work described in Exhibit A; • Receipts for expenses to be reimbursed; • The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60)days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. 4824-7172-0963.1 Professional Services Agreement with Buxton Company 2 of 12 In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified in writing prior to the submission of such an invoice. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A. 2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of the contract. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. Section 3. FACILITIES AND EQUIPMENT. Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's compensation. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. ❑ 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance 4824-7172-0963.1 Professional Services Agreement with Buxton Company 3 of 12 for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self- insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and authorized volunteers for loss arising from work performed under this Agreement. ❑ 4.2 Commercial General ❑ Automobile Liability Insurance 4.2.1 General requirements Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00)per occurrence, combined single limit coverage, for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions)covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: 4824-7172-0963.1 Professional Services Agreement with Buxton Company 4 of 12 a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. ❑ 4.3 Professional Liability Insurance 4.3.1 General requirements Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals'errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims-made limitations The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements 4.4.1 Acceptability of insurers All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4824-7172-0963.1 Professional Services Agreement with Buxton Company 5 of 12 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with Certificates of Insurance, and upon request, complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. 4.4.3 Notice of Reduction in or Cancellation of Covers e A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days'prior written notice by certified, mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; primary insurance City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.4.5 Deductibles and Self-insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, 4824-7172-0963.1 Professional Services Agreement with Buxton Company 6 of 12 employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Variation. Contract Administrator may approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: • Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof-, and/or • Terminate this Agreement. Section 5. INDEMNIFICATION Because Consultant shall function as a City Official (i.e. the Public Works Director/City Engineer) Consultant shall have the same immunities as other public officials under the Tort Claims Act and other applicable laws and the City shall indemnify and defend Consultant in that capacity as provided by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of 4824-7172-0963.1 Professional Services Agreement with Buxton Company 7 of 12 I City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph l.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state and federal laws and regulations applicable to the performance of the work hereunder. 7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term or this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may 4824-7172-0963.1 Professional Services Agreement with Buxton Company 8 of 12 i condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant's employ, Consultant shall notify City immediately. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 4824-7172-0963.1 Professional Services Agreement with Buxton Company 9 of 12 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of, the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 4824-7172-0963.1 Professional Services Agreement with Buxton Company 10 of 12 10.1 Attorneys' Fees. If either party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in Riverside County. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Mary Lou Jacobs. 10.7 City Contract Administration. This Agreement shall be administered by a City ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.8 Notices. Any written notice to Consultant shall be sent to: David Glover, CFO Buxton Company 2651 South Polaris Drive Fort Worth, TX 76137 Any written notice to City shall be sent to the Contract Administrator with a copy to: 10.9 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement 4824-7172-0963.1 Professional Services Agreement with Buxton Company 11 of 12 i between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 10.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. The Parties have executed this Agreement as of the Effective Date. CITY OF MENIFEE CONS 7LTNT Mayor / David Glover, Chief Financial Officer Wallace W. Edgerton, Attest: Kathy Bennett, City Clerk Approved as to Form: Elizabeth Martyn, City Attorney 4824-7172-0963.1 Professional Services Agreement with Buxton Company 12 of 12 Community/9 Proposal to Develop: A RETAIL ECONOMIC DEVELOPMENT STRATEGY For: City of Menifee, CA From: Mary Lou Jacobs June 1 , 2009 Expiration Date: July 31 , 2009 Copyright©2009 Buxton Company. All Rights Reserved. 3 r4l CommunitylU INDEX I. SUMMARY II. INTRODUCTION TO BUXTON III. NEEDS/CHALLENGES IV. GOALS/DESIRED RESULTS V. PROCEDURES/SCOPE OF WORK VI. HEALTHCARE ANALYSIS VII. PROJECT TEAM VII. PROJECT REQUIREMENTS IX. TIMELINE X. FEES FOR SERVICES XI. SIGNATURE PAGE XII. ENDORSEMENTS/REFERENCES Btr/loty 1 4 74 Community/U I. SUMMARY Community/DO is a proven retail development strategy that can be immediately implemented by Menifee. Buxton integrated proprietary technical capabilities with more than 500 cumulative years experience in retail management and local economic development to create Community IDO. This unique strategy has brought both innovation and a disciplined approach to municipal retail development efforts. During the 60 business days it takes to complete Community/DO, civic leaders are actively involved in the process and make important decisions that guide the direction and results. The four main phases of the process are: Researching and Verifying Menifee's Retail Trade Area This phase starts with the in-depth collection of the same location variables that Buxton uses to qualify locations for retail clients. Because of Buxton's unique capabilities, we can translate this retail-specific information into market intelligence that community leaders need to attract and grow their retail sectors. Evaluating Menifee's Retail Potential The evaluation phase will clarify what makes Menifee distinctive and valuable from a retailer's viewpoint. Through daily involvement in retail location analysis, Buxton has acquired the unmatched ability to evaluate a community's retail potential. Matching Retailers and Restaurants to Menifee's Market Potential The consumer profile of Menifee's trade area will be matched against the customer profiles of over 5,000 retailers and restaurants in Buxton's proprietary database. The final match list is developed with the input of community leaders so that it reflects the needs and desires of the residents. Delivering Menifee's Marketing Packages Individual marketing (pursuit) packages for each retailer match are delivered electronically via SCOUT@. Our exclusive online marketing system, SCOUT helps you to showcase your city in the best light. It gives you the ability to create presentations and quality documents and to sh are information in the match reports. With Community/DOD, Menifee can unleash its full retail potential, seize new retail opportunities and expand existing businesses. Btaloty +omwr;,sc- 2 5 Community19 II. INTRODUCTION TO BUXTON Since our founding in 1994, Buxton has been a leadin g force in retail location and development. We are recognized for creating solutions that provide results. Buxton began as a service to help retailers make informed site selection decisions by understanding their customers and precisely determining their markets. Buxton leaders soon realized that the company's expertise in retail location and market analysis could also be leveraged to benefit communities desiring retail expansion. Please note that in this proposal the term "retail" is inclusive of all retail concepts. Community/D@ Designed specifically for use in community economic development programs, Buxton's Community/DO process has assisted more than 450 public sector clients nationwide, resulting in the development of more than 20 million square feet of retail space. We integrate our impressive technical capabilities with more than 500 cumulative years of retail management and local economic development experience to help municipalities achieve their retail goals. More than simply providing data, C ommunity/D° supplies custom marketing materials and strategies targeting the unique location requirements of retailers, developers and commercial real estate brokers. Community /D® clients achieve outstanding success using our tools for retail identification, selection and recruitment. And our clients benefit from our unique understanding of retail site selection from the retailer's point of view. The combination of technical expertise and professional guidance gives municipalities the capacity to immediately implement an effective retail development program. Benefits of Community/D® With Community/DO you have immediate access to: • Retail Industry Expertise. Gain a competitive position by working with professionals who have years of retail management exper ience plus current insights into your community and site selection processes and trends. • Community Development Best Practices. Expand and sharpen your retail development focus by incorporating best practices discovered by Buxton through daily work with municipalities across the nation. • Proprietary Systems. Gather useful information by having Buxton's technology specialists analyze your trade area accessing data stored on Buxton's in-house databases. BuA., on 3 6 Community/9 • Personalized Content. Advance your retail recruitment program by receiving personal guidance from our staff and ongoing insight into key industry topics via our monthly e-newsletter, webcasts and other interactive tools. • Long-Term Partnership. As a Buxton client and partner you have unlimited access to our staff to help optimize your marketing efforts at the International Council of Shopping Centers (ICSC) annual meeting in Las Vegas, NV. • Marketing Data and Tools. Enhance your marketing messages and presentations by using SCOUT®, Buxton's online trade area database and marketing tool, available to you foreee-,rear after project delivery. (er,0o n %5 Bwxtoty Mwdfiig Cos vm 4 7 Community/9 III. NEEDS/CHALLENGES Menifee wants to understand and then capitalize on the retail development opportunities. As communities increasingly compete for retail dollars, attracting the attention of retailers has become more challenging than ever. Marketing your community plays a dominant role in today's competitive economy. The challenge for the community is to attract retailers and developers by providing trade area information that is complete, accurate and up-to-date. Using our proprietary methodologies, Buxton will collect and analyze your community's trade area information and give it to you in a format that is easy -to- use and appealing to real estate executives and developers. The best information, however, is useless without a plan for using it. Much more than data collection, Community/DO is an execution strategy that can help you build or revitalize your existing marketing and economic development program. With Community/DO, you will be prepared to: • Achieve your retail potential by establishing a long-term partnership with Buxton • Integrate retail development into yo ur economic development program • Increase your success by preparing Menifee to meet the needs of retailers • Effectively position your community by leveraging your locations' strengths and minimizing weaknesses • Convey Menifee's advantages over competitors' advantages • Establish credibility with retail decision makers • Maximize time and resources by not pursuing unqualified prospects • Win the confidence and trust of prospects by understanding their priorities • Use competitive analysis to close the sale Btrxloty lUanufying Gnm+non 5 8 Community/9 IV. GOALS AND DESIRED RESULTS The primary goal of Community08 is to prepare Menifee to successfully expand its retail sector. CommunitylD@ serves as the framework for developing a sustainable marketing program that not only achieves short-term goals but also endures to ensure the economic viability of the retail sector over the long-term. Such a marketing program will bring the following desired results: • Residents' desires to shop and dine at home will be fulfilled • Retail leakage will be minimized • Tax revenues (property and sale/use taxes) will increase • Employment opportunities will grow • Menifee's ability to capture other economic opportunities will be enhanced Bwctotr 1D"tffor%C moron 9 r"'10 Community/U V. PROCEDURES/SCOPE OF WORK Once you have engaged Buxton to work with you in developing Community ID, a project team will be assigned to guide you through the entire process —from initial data collection to final presentation of the results. This team consists of: • Client services manager, who will serve•as your primary source of communication during the project • Geographic Information System specialist, who will analyze your trade areas and create customized maps and reports • Professionals with backgrounds as retail executives and economic development practitioners, who will address your unique challenges and help maximize Menifee's retail opportunities Staff Visits During visits to the community, Buxton's staff is able to make clear and candid assessments of the community's strengths, weaknesses and potential . Our daily involvement with over 1,900 retail and restaurant clients in finding optimal locations keeps us current on retail location tren ds. This provides a rational and analytical basis for helping Menifee decide how to best focus resources on the most promising retail opportunities. Data Collection Buxton uses over 250 consumer and business databases that are updated throughout the year, and in some cases, every month. Although it is possible to obtain these databases for less expense on a community or regional basis, Buxton buys and is licensed to use the complete U.S. datasets. With this information Buxton will compare Menifee's potential location to the universe of all retail locations operating in the U.S. The following are some of the more well-known sources used in our studies, but there are dozens more that we employ to provide additional insight: • Mediamark • Acxiom • InfoUSA • Nielsen Claritas • National Research Bureau • Navteq Geographic Data • Dunn & Bradstreet Business Data • Experian Btr/doty 7Dend�*%Cwm ors 10 Community/U Identify Market Influencers All communities have special and often unique features that impact the local retail market and have to be taken into consideration to fully understand the market potential of the community. Such influencers include larger ethnic populations, significant new or expanded developments, military bases, universities and colleges, destination tourist attractions, prisons, medical facilities or major employers. After identifying these market influencers in your community, Buxton will quantify and qualify their influence on the retail market and help to match retailers that can capitalize on these customer bases. You will benefit from the project team's expertise and insight in these four areas: 1. Researching and verifying Menifee's retail trade area 2. Evaluating Menifee's retail potential 3. Matching retailers and restaurants to Menifee's market potential 4. Delivering Menifee's marketing packages These four major components comprise the Community 08 process. Each component is explained in detail as follows: 1. Researching and Verifying Menifee's Retail Trade Area The location decision process for all retailers begins with the collection , analysis and evaluation of numerous location variables such as demand density, customer buying habits, economic trends, competition, traffic volumes, and available sites, to name a few. The Community/D® process for Menifee will also start with the in-depth collection of data using the same location variables that we use for our retail clients to qualify sites for the location of their retail stores and restaurants. One goal is to define current retail situations in Menifee, in the trade area and in any neighboring communities that impact on Menifee's retail environment. The other goal is to understand the community's expectations and desires. This analysis includes personal visits to the community, collection of data components necessary to conduct the analysis and identification of market influencers. Bwkt-off 8 11 r . 0II y �,.... '7Rrt Ed �� 1 ..ate- "�:•• i_ �,,��®_ Ir�a`�L.gl: W-�i r� eY 60 ►i �`._, _ . ,: •4' r .t.;l . �1� �5 car 1 ' Commun'rtylLY 2. Evaluating Menifee's Retail Potential The purpose of the evaluation phase is to understand what makes Menifee distinctive and valuable from a retailer's viewpoint and scrutiny. Our evaluations capitalize on Buxton's knowledge about the retail marketplace and the location requirements and expectations of retailers. Combining this knowledge with our economic development competencies allow us to evaluate and recommend proven community practices. Our evaluations do not rely on dated government research or national/state statistics, all of which fail to reflect local realities. Rather, we implement our real-world experience gained from working with municipalities that have opened more than 20 million square feet of new or expanded retail space. We know how to help Menifee sharpen your retail marketing strategy, aggressively market the city and improve your competitive performance. Retail Leakage/Supply Analysis The Retail Leakage/Supply Analysis provides an estim ate of retail dollars flowing in or out of the trade area. The two main components of this analysis are: 1)current sales (supply) by retail store type and products, in dollar amounts, and 2) estimated sales potential (demand)for retail store type and products, in dollar amounts. We first calculate a sales gap index that illustrates your ability to capture your residents' expenditures. An example of this index is shown in Figure 2. The sales gap index provides a relative comparison of leakage/su rplus and an estimate of the dollars that are being spent outside the trade area (leakage) and the amount of dollars coming in from outside the trade area (surplus). This report can be run via SCOUT at any location within the map view. Figure 2.Example -Sale Gap Index _- Btrxloir 10 13 Community19 Customer Profiling The Community/DO process will identify and analyze all the households in Menifee's drive-time trade area. Based on more than 4,500 categories of lifestyles, purchase behaviors and media reading and viewing habits (psychographics), the households in your trade.area are assessed to gain an understanding of the types of retailers that would be attracted to your community. Our in-house databases include both traditional demographic data and the most current psychographic lifestyle information for over 120 million households in the United States (as well as up to seven individuals living in each of these households). Each household in a trade area falls into one of 60 market segments reflecting the buying habits of customers in the household. The blue line in Figure 3 graphically profiles the households in a city's trade area. Figure 3: Example - Psychographic Profile Il � ✓icy'" -y.... 6 CC 3 Btrxtorr 14 CommunitylU Retail Site Assessment Buxton will analyze up to four (4) distinct retail locations, selected by Menifee. Based on our collective experience in retail locations, the following factors are considered: • Psychographic analysis of households in trade area • Demand for retail goods and services • Site setting, situation and configuration • Growth plans and relevant development • Retail goals of the community Menifee to select the retail site to be used for retail matching. Buxton will develop a demand density profile of Menifee's trade area. Demand density measures the bottom-line value of the customers in the trade area—who they are, how mariy there are and what they buy. One of the significant advantages of Buxton is our ability to take the demand density data and to creatively translate it into a proactive market strategy tailored to take advantage of Menifee's strengths and to achieve its retail goals. Buxboff Wen*n&C�aR 12 15 Community/OF 3. Matching Retailers and Restaurants to Menifee's Market Potential Once the site for retail matching has been selected and the consumer profiles in Menifee's trade area have been determined, the Community IDS process will match these profiles against the customer profiles of 5,000 + retailers in our proprietary database. In Figure 4, the blue line indicates the customer profile of households in a community's trade area. The red bar represents a specific retailer's customer profile. A similarity between the two profiles as shown in Figure 4 analyzed using Buxton's proprietary retail matching algorithm concludes that this site is an opportunity for a specific retailer to open a successful store. This matching results in a list of possible retailers. To develop the preliminary retail match list, Buxton analyzes a number of factors about each possible retailer to qualify it. This analysis is designed to eliminate those ret ailers that for any reason would not be a candidate for Menifee. Considered in this analysis are such factors as, verification of a retailer currently operating or expanding into your market, location of operations in similar.cities, and competition and cannibalization from nearby locations. Once this analysis is complete, the preliminary list of retailers will be discussed and reviewed with Menifee. All retail matches will be available to Menifee with the ability to select twenty (20) specific retailers for contact information. Figure 4: Example -Trade Area Consumers Matched with Retailer Customer Profil e Em JG(j _Pornbal Lontlon •• 3y •"y- IS Btrxlon 13 Ioy�c�r�no� 16 CommunitylU 4. Delivering Menifee's Marketing Packages Buxton will assemble individualized marketing (pursuit) packages for each targeted retailer. At Menifee's request, Buxton will customize each marketing package for presentation to individual retailers, developers, real estate brokers or potential franchisees. Because it is tailored to the specific needs of the target audience, each marketing package is ready to use as collateral marketing materials providing compelling and precise information that demonstrates Menifee's qualifications as a location. Each marketing package contains: 1. Map of the retail site and trade area 2. Map of retailer's potential customers 3. Retailer match report that compares the site's trade area characteristics with.the retailer's locations in similar trade areas 4. Demographic and psychographic profiles of the households in the trade area 5. Contact information for the person at the retail er who has location decision responsibUities Community/DO targets not only specific companies but also the individual in the company who has the responsibility for location decisions. To provide the best possible reception when Menifee contacts the targeted retailer, Buxton notifies each company that Menifee has been qualified by Buxton as a potential viable location for a store, restaurant or development and should expect to be contacted by a representative of the city. BWAs, off Oen61ylny Cau - 14 17 CommunityV Figure 5: Example - Retail Match Report (Retail Match Report summarizes a city's location advantages for a specific retailer). 111IM1111111 rw CommunitylU Profile Match Report (Ompany: Imailer 1Y1 5tE W. BERRY&UNIVERSITY Report Dam: Toor camrdanity.USA Segmentation Pmfile(1l 7 flinate Drive TiMe)9) -�4 RIO E r t OW IF •4 F nne company Prow(Domarg segmerasp WCw4DaMPrdnIa(All OMerSegMM) We Promew Trade Area Comparison (7 Minute Divt Time) Your Cowunky.USA Retailer 117 Ste Trade kea Amage Tads kea44 Currm PIO*W Total Population 96,039 128,139 135,133 Total Households 36,790 45,799 49,573 Company Dominant Segment Households 22,122 33,871 36,662 III"Offl nbtbon PwIfiv E—V U.S.bme=Is MM11 a Ort"=b Wit ane II;uwd tD"I!th.V11ft MIL I,Damend saamenbs Any sewn .:anal males ap at IDW 3 p=rdala ret9la4l1wVEWOM12(RED IBARAJ- K Ift rmuk Tjae sesmmis atMiha sWS dr�Urne tMd-a=(BLUE LINE). III A�rr.PTMIIDAm RrAaW XYZ traft area used h MIS==IISM We S=Mr In XPAMII EM ffrJW IYIX t0T*ffOI]"wIII&,LISPL Burton W.n*njC.cIwII— 15 18 rV Community/9 DELIVERABLES Community/DO deliverables will be presented to Menifee via SCOUT@, an electronic format (described below). Hard copies of all Community/DO deliverables including marketing packages are available upon request. SCOUTO is an online marketing system that will allow you to effectively use Community/DO by enabling you to showcase your best retail site to achieve maximum results. You can access Community/DO reports via SCOUTID to reproduce maps, site-specific data and generate your own custom marketing presentations. With SCOUT°you are directly tied to Menifee password protected data, maintained and updated in Buxton's d atabanks. Using your computer you can tailor reports and presentations and immediately respond to questions or information requests from retailers or developers. SCOUT O allows you to: • Graphically display and count the households that appeal to specific tar get retailers • Create a Leakage/Surplus Analysis'report for any location in your community • Manage all your retail-specific data, from maps to photos to zoning information, in a central location • Merge your community's existing marketing materials with Commu nity/D° • Select the information that best makes your case • Store and retrieve information on retail buildings and sites • Organize all relevant retail information in a central data center • Present all materials electronically to recruit retailers and developers Beginning in the third year, a complete refresh will be provided using updated data. Deliverables include the following: • Drive Time Trade Area Map • Retail Site Assessment —includes Retail Leakage/Supply Analysis and Customer Profile • Retail Match List • Final Report and Marketing (Pursuit) Packages • An electronic presentation highlighting the Community ID® process and findings will be a part of the deliverables. It is designed for local presentations to chambers of commerce, civic clubs and other groups interested in the retail development of Menifee. BUY101Y 16 19 PAN Community/ m VI. HEALTHCARE ANALYSIS Identify Menifee's healthcare needs through an analysis of its existing healthcare supply and demand. Key Steps 1) To determine benchmarks for comparison against Menifee. o Macro benchmark (compared to the state) o Micro benchmark(compared to 20 similar cities) In order to analyze how Menifee ranks in health services and demands compared to other cities of the same size, a group of similar cities will be identified. These similar cities are determined by analyzing the following characteristics: • Residential Population • Employee Population • Population Growth • Median Age • Household Income • BUDS — Buxton Urban Density Score 2) To compare Menifee to the benchmarks based on the following metrics: • Estimated physician office visits (current year) • Projected physician office visits (5-year projected) • Projected physician office visits growth rate • Existing physicians • Existing hospital facilities • Hospital capacity (based on number of beds) Bmlotr bm*%C m 17 20 CommunityV S 3) To compare Menifee to optimal service levels to identify potential needs. Menifee will be compared to industry standards using MGMA (Medical Group Management Association) national averages for full-time equivalent physician service levels for the following Major Spec ialty Categories: • Cardiovascular Disease • Dermatology • General Surgery • General & Family Medicine • Internal Medicine • Neurology • Obstetrics & Gynecology • Oncology • Ophthalmology • Orthopedic Surgery • Otolaryngology • Pediatric • Psychology • Urology The table and graph below illustrate how Menifee will be evaluated when compared to optimal service levels. In the example table the actual shortage/surplus, represented in number of physicians, is calculated for 14 major specialties. Shortage/Surplus estimates are computed for both current year and projected 5-year community needs. CITY Current XYZ city Xyz City FTE Optimal Optimal MajorSpecialty Category01 . (2008) ! 013) t3rM i0vascu ar pease 5. 5 General Surgery 4.00 6.25 2.25 7.25 3.2 a. I' a..iF f�t�d ci n�e�`�` 2•.0� a �1.2 Internal Medicine 9.25 19.00 9.7 22.75 3.50 Obstetrics &Gynecology 4.50 17.50 3.0 18.75 14.25 WN Ophthalmology 2.25 5.75 3.50 7.00 4.75 Otolaryngology 0.00 2.25 2.25 2.50 2• P •!i tr�c - � .��g -. 4 1lJ 75 Psychology 1.25 7.25 6.00 8.25 7.00 Ur"air Birx1off W"*nZC.�m 18 21 Community/U DELIVERABLES & APPLICATION 1) A full report detailing Menifee's existing healthcare service levels compared to its healthcare service demand estimates. This analysis will identify healthcare services (by physician major specialty) that are in need or are in surplus. 2) Marketing packages designed specifically for highlighting the shortage/surplus by physician specialty: • Cardiovascular Disease • Dermatology • General Surgery • General & Family Medicine • Internal Medicine • Neurology • Obstetrics & Gynecology • Oncology • Ophthalmology • Orthopedic Surgery • Otolaryngology • Pediatric • Psychology • Urology 3) Presentation in Microsoft Power Point format detailing the findings of the study. APPLICATION The information presented in the Healthcare Opportunity Analysis is designed to provide Menifee with strategic insights related to their community healthcare service needs. Findings of the analysis can be used for: • Strategic planning • State Certificate of Need qualification • Attracting hospital and physician groups • Attracting urgent and ambulatory care facilities • Working with healthcare real estate developers • Community healthcare resource management BwxXon 19 22 Community/9 VII. PROJECT TEAM Team members for your project will include Buxton personne I with strong retail and economic development backgrounds as well those from operations: Territory Business Manager, Senior Vice President, Operations representative and Client Services representative. Mary Lou Jacobs Territory Business Manager CommunitylD Division As a CommunitylD®territory business manager, Mary Lou works with proactive cities in southern California to recruit retailers to their trade area. She works with communities to maximize their ability to generate sales tax revenue and enhan ce quality of life for their citizens by successfully recruiting new retailers as well as maximizing current retail options. Mary Lou works with a variety of civic leaders within communities to create successful partnerships with Buxton. Mary Lou received her B.A. degree from Texas Christian University and is a member of International Council of Shopping Centers (ICSC). Buxton has worked with more than 450 communities nationwide, helping recruit over 20 million square feet of retail. Amy Wetzel Senior Vice President, CommunitylD® Division, Western Region Amy brings more than 18 years of marketing, retail and business development experience to her position. Prior to joining Buxton, Amy held positions with the Colleyville (Texas) Chamber of Commerce, Baylor Health Care System and Bwn-otr IDanollylna C-m m 20 23 Community/9 LIZ Andersen. Amy has worked with numerous communities to establish or enhance their retail recruitment & retention strategies and has been a featured presenter at many organizations, including the Texas Municipal League, the Urb an Land Institute, the National League of Cities, and the League of California Cities. She is a member of the Texas Municipal League, the California Association of Local Economic Developers, the California Redevelopment Association and ICSC. Amy has won a number of awards including being named a Great Women of Texas, Woman of Influence by the Fort Worth Business Press. She is also a past board member of Junior Achievement. Amy holds a bachelor's degree in communications from Baylor University. Janet Ehret Client Services Community/DO Division Janet facilitates communication between clients and Buxton's operations teams. She ensures that the highest level of service is delivered to clients in a timely manner. Janet has worked with more than 250 munici palities throughout the United States. Prior to joining Buxton, Janet worked as office manager of the Real Estate Department at RadioShack. Janet graduated from Mississippi State University with a major in marketing. - Philip Davis Manager/Senior GIS Analyst Community/DO Division As senior analyst for the Community IDO division, Philip oversees every aspect of Community/DO projects in Buxton's GIS department. His duties include supervising daily operations, working with clients, managing projects a nd serving Bw-c-c-on IDmuynbusmmcn 21 24 Community19 as a liaison between analysts and the sales team. Philip has managed the GIS function for more than 350 Community IDO' projects for such clients as San Jose, CA; Atlanta, GA.; and Birmingham, AL. Working on projects for two divisions in the company has given Philip a complete understanding of both the retail industry and municipal needs, adding to his expertise in community retail recruitment. Philip graduated from the University of North Texas with a degree in Geography. } Bill R. Shelton, CEcD Partner Community/DO Division Bill is a founding partner of Community ID®, Buxton's retail development program for communities. For more than 20 years, Bill worked for the Fort Worth Chamber of Commerce, serving 16 years as its president. He is a Certified Economic Developer and is past chair of the American Economic Development Council. A founding member of the Texas Economic Development Council, he has served as the organization's president. Bill was honored with a lifetime membership to the International Economic Development Council. Bill's professional service also includes serving as dean of the Basic Economic Development Course at Texas A&M University. Bill holds a bachelor's degree in marketing from the University of Texas at Austin, and he completed post-graduate studies at Texas A&M University. Harvey H. Yamagata Partner Buxton Clients benefit from the expertise Harvey has gained during 35 years in retail, including leadership roles in brick and mortar, catalog and website retailing. His 20-year career at Tandy Corporation covered the time when the company grew from $350 million to $3.5 billion in sales and took him from retailing in Europe to opening distributors in Asia. He headed the marketing efforts of the RadioShack Bwl,ton zz lD.nuyinyucmmun 25 CommunityV Business Products division at a time when they held the majo r share in.the burgeoning personal computer market. Harvey received a bachelor's degree from the University of Wisconsin and a master of business administration degree from Texas Christian University. Burton GJl} lDanoB�Itg G¢mmors 26 Community/ VIII. PROJECT REQUIREMENTS To effectively initiate this project, we request that you provide the following: 1. Project Liaison • Menifee will designate a project manager who will serve as Buxton's primary contact during the project. 2. Community Information and Reports • City logo (vector file — request your ad agency and/or printer) • Addresses and descriptive information for the four (4) sites that will be evaluated • Current traffic count data • List of planned retail, commercial or mixed use (either proposed or in development) in the community • List of major, national or regional retailers that have closed, left or moved , from the community • General community marketing materials, data and economic reports Project Launch A conference call with representatives of Menifee and the Buxton Project Team will officially launch the project. The project launch will occur when: 1. An agreement is executed 2. The initial payment is received, and 3. The Community Information and Reports are received Buxton 24 menaormc.o Q. 27 Community/ IX. TIMELINE The following timeline is sequential and cumulat ive. It starts on the day of the project launch conference call. Business Days Client Responsibilities Buxton Responsibilities Start Provide to Buxton all necessary community information. Day 1 Participate in the launch call. Participate in the launch call. Day 6 Trade Area Map post to SCOUT. Day 13 Approve Trade Area Map. Day.18 Retail Site Assessment post to SCOUT. Approve Retail Site Assessment Day'25 and submit selection of site for retail matching. Day 40 Retail Match List post to SCOUT. Submit selections of all retail Day 50 matches to be included in the Final Report and Retail Marketing Packages. Final Report and Retail Day 60 Marketing Packages post to SCOUT. By adhering to this timeline, the Community 08 deliverables (Retail Match Reports) will be sent on or before 60-days after the launch date. Any missed target dates can delay the final delivery date. If there are extenuating circumstances that prevent target dates from being met, a new timeline will be developed. Delays of more than 45 days in timeline schedule by the community will result in an administrative fee of five percent (5%) of the contract price to be charged. Bwxboty 25 28 MAU m Community/ X. FEE FOR SERVICES The Cost of Community/D®is $70,000; payable as follows: 1. $35,000 due upon delivery of the trade area map 2. $25,000 due upon delivery of retail site assessment 3. $10,000 due upon delivery of retail marketing packages Healthcare Analysis cost of$50,000 is waived if executed by July 1, 2009. SCOUT®will be delivered for one-year and 6 months with this agreement and includes the following: 1. Waived - Monthly maintenance fee of$1,000 per month 2. Waived - Set Up fee of$3,000 After the first year and 6 months there will be a $1,000 per month SCOUT® maintenance fee. The first year and 6 months begins upon completion of the project. Menifee may cancel SCOUT@ at any time with thirty(30) days written notice. Bwkt-oty M nWna G-m c. 26 29 CommunitY19 _ - - - a XI. SIGNATURE PAGE This agreement is between Menifee and Buxton (the"Parties")for the performance of services described in this proposal. The Parties agree that an independent contractor/employer relationship is created as a result of this agreement. Buxton will not be considered an agent or employee of Menifee for any purpose. This agreement may be terminated by Menifee at any time upon written notice of thirty (30) days. If this agreement is terminated, Buxton will be paid for services performed up to the date the written notice is received. This agreement shall be administered and interpreted under the laws of the State of Texas. In order to avoid paying State of Texas Sales and Use Tax, Menifee may be required to provide Buxton with a certificate indicating it is a non -profit corporation and not subject to Texas Sales and Use Tax. Agreed and accepted this day of 2009. George Wentz David Glover City Manager Chief Financial Officer City of Menifee Buxton 29714 Haun Road 2651 S. Polaris Drive Menifee, CA 92586 Fort Worth, TX 76137 (Signature) (Signature) Bwx6on 27 ID.R)I)njc.IOTOR 30 r7V Communitylg XII. ENDORSEMENTS/REFERENCES Buxton prides itself on exceptional client service that results in ongoing client satisfaction. Following are just a few of many endorsements from Community ID° clients. Kingsport, TN — Jeff Fleming, Assistant City Manager Kingsport, Tennessee is a city of 44,000 in a county of 150,000 in an MSA of 303,000. Kingsport is part of the Johnson City-Kingsport-Bristol CSA (combined statistical area), with a population of approximately 500,000. Both Johnson City and Bristol are substantial retail centers as well. Tennessee distributes sales tax revenues based on point-of-sale, so retailing activity is highly competitive among m unicipalities and counties. There is no provision for a municipality or county to benefit from sales occurring in neighboring cities/counties, so it is definitely a high stakes proposition. Were you satisfied with the finished product? Yes, we were very satisfied. We were initially disappointed that Buxton did not identify sofne of the retailers we really wanted. They were very good to explain why we weren't a fit.for certain retailers (like Costco, for example). If the numbers won't work, Buxton won't "cook them"just to make it look good. This speaks to their credibility in my opinion. It was an important"reality check"for our elected and appointed leaders to learn that retail isn't just a lobbying effort. It's a market-based research effort plus a lobbying effort. Was it worth the money? We have landed 2 shopping centers with the assistance of the Buxton data and we are in the process of redeveloping another. One generates $55 million in annual sales, the other generates $96 million. The third involves a complete overhaul of our mall (wwwkingsporttowncenter.com), where private investors are taking it from an appraised tax value of$33 million to $92 million. While all of it cannot be specifically attributed to Buxton, it was certainly an integral part of the success. So, yes it was worth the money. We have landed Target, Kohl's, Old Navy, Dress Barn, Lifeway, Shoe Carnival, Maurices, Michaels, Books-A-Million, ULTA, Dick's Sporting Goods, Best Buy, Tomy Thai, Batteries Plus, Ritz Camera, McAlister's, Hobby Lobby, Pier 1, Ross, TJMaxx, Petsmart, Chili's, Cootie Brown's, Salsarita's, Starbucks and Panera Bread. Did it require a lot of city staff time? If so,about how many hours? I wouldn't say it required a lot of time, but Buxton's timeline is controlled by the quickness of response from city officials. We opted to handle it at a staff level, i.e. there was not a retail committee or an elected body involved. I would say we invested maybe a week's worth of 1 staff person's time (mine). Probably the most difficult process was deciding the beginning point for the analysis. We were hypersensitive about favoritism among competing sites. After the analysis was complete,was it easy to set up appointments with the identified retailers/restaurateurs? I have found that it's never easy to set up appointments with retailerslrestaurateurs. In my experience, it is more important to support the developer(s) who are working in your community. For example, General Growth (the leasing agent for our mall and one of the largest retail management companies in the world) can get an appointment when a BwAoty 28 31 Community/U municipality cannot. The Buxton letter and data "greased the skids"for these meetings. GGP and I tag teamed the tenants. The tenant received individual letters from both GGP and L When they arrived, they said they had never heard of Kingsport, Tennessee and now they hear about it every time they turn around. That is the power of the Buxton data. "Top of mind" name recognition that opens doors for your developers to be successful. GGP is just one example. Were you satisfied with the team members that were assigned to your community? Yes, they were great. They were very patient and helpful. As 1 said, they really helped us with a reality check without making us feel dumb! Have you used SCOUT and is it easy to produce documents? Yes and yes. I have also used it for non-retail projects. For example, we are siting an aquatic facility and I used some of the demographics in that site selection process. Were there any other hidden fees? Not that 1 recall. We were pretty skeptical, so we scrutinized greatly. We were not disappointed. If you were to do it all over again,would you still contract with Buxton? Absolutely. 1 have been very pleased. Buxloty 29 1Dan*rq Cae- 32 CommunitylU South Bend, IN - Bill Schalliol, Economic Development Planner Did you go through an RFQ process? No. I met Buxton reps at the ICSC Spring Convention and my Mayor met Buxton reps at a regional ICSC event and we both were impressed with the services they offered and entered into a contract with Buxton through a professional services arrangement. Did you have any viable candidates other than Buxton? No. What we were shopping for at the time we cros sed paths with Buxton was education about the retail recruitment and location process. Buxton, through their processes, helped us better understand who we were and what we could achieve. Did you face any opposition to hiring Buxton? If so, any advice on how to win them over? Several are very skeptical. They think we can do it in -house with the existing resources and that the demographic/psychographic information is readily available on the internet. Our local newspaper quoted some of our business lead ers as saying, "We get three of us in a room, get some beer and pizza, and we could put together the same report that this Texas group is doing. How are a bunch of cowboys going to know what we need up here in South Bend?.T' I can tell you from our specific experience, you can't do in-house what Buxton can do, The internet only will get you so far. And the key piece of information that the Buxton people give you that other services can't is the psychographic modeling component. Did Buxton deliver on the deliverables promised under your contract? Yes. We got everything promised and more. The data was fantastic and has been used again and again. We asked for an electronic copy of all the data and have put together data CD's for all of our real estate professionals and others that can use the data. Were there any"hidden"fees or surprises outside the contract with Buxton? We actually got more than we paid for. When we first started the process, we thought we were buying a product(and we did), but we also bought a relationship and so as we had questions we bounce questions off our reps. They have been great to work with. When you received your target information did the Buxton team give you any training or pointers on how to approach the target? That is the million dollar question. The answer is no and it is really no fault of Buxton's. As 1 have learned from the user community, everyone goes through the process for different reasons and uses the data for different purposes. We didn't really think through how we would use the data, so we struggled with things once we got our deliverables. But because Buxton has learned from communities like ours, they have created a very helpful user network to put communities in touch with other communities. If you sign with Buxton, people all over the country are using this data and can help guide you. Did you hire a fulltime recruiter or did you handle the target contact with in -house staff? In addition to doing retail development, I do property acquisi tion, demolition coordination, and many other things. Once we realized we had all of this great information and had no tools to use it, we got all of our real estate reps and developers together, gave them the data, had a Buxton rep in to explain the data, and they have been using the data to bring retail to South Bend. When you don't have time to do it yourself, find people that do the Btrdon 30 IDNGh'IIIj CIRlC111UR 33 Communitylff job and use them, use them, use them. If you hired someone,what qualifications did you look for? A real estate background with some knowledge of marketing or a marketer with knowledge of retail would have been helpful. I think every person you talk to about Buxton would have a different answer based upon the needs. If you did it in-house,what qualifications/trainin g did the person have? In my case, we got very involved with/CSC(International Council of Shopping Centers) and tried to learn as much as possible about retail and how it works. Did any of the targets suggest new construction as an option? Several of the retailers have built new construction or have become tenants in new construction projects. How many interested targets did you have and of those how many ended up moving to your location? How many of those are still there? Our process for our retail list was a bit different. Our market is a pretty commercial heavy market and so we were looking for retailers that were here or looking to expand. We were also trying to find tenants for older commercial corridors or for other areas. We have had one true success off of our selected retailer list, but we have several that were on our original match list that we used the Buxton data to attract or support their decisions. The psychographic data was a good tool in those decisions. Of interested targets,what was their timeline for opening a location in your area? Texas Roadhouse, is open and is operating well above expectations. And with operating taxes, sales taxes and employee taxes that the restaurant pays, our study has paid for itself with just this one hit. If you had it to do all over again,would you do anything different? If so, please explain. Yes. We would have created a retail strategy and thought through the process a bit better. The advantage that new users to the Buxton process have is the experiences and successesffailures of those that have come before them. Get involved through the Buxton process and it will work well for your community. Bwdoty 31 1 IMnoif,I�Cusmmon 34 Comiinunitylg Rochelle, IL — Peggy Friday, Commercial/Retail Development Coordinator The value of the CommunitylD Study is being realized each time we ascertain a new development project in Rochelle. The psychographic and demographic facts have been well received by developers, brokers, retailers and entrepreneurs whose due diligence has brought them to our community. The addition of the SCOUT tool is consistent with the City's new technology brand and updated mission and vision statements. Your generosity will be felt each time the SCOUT is used to promote Rochelle and Buxton. We are pleased with the quality of your product and the superior level of customer service we have experienced. The professionalism of your staff is a direct reflection on the management team at Buxton. You continue to exceed our expectations. Clemson, SC — Andy Blondeau, Program Manage r We're running out of places to put our new businesses... The Buxton marketing piece got us in the door. The site selector they sent to meet with us referenced the folder and said he was there as a result. Bw1lon lDentif,inj Cuscanon 32 35 CommunitylU Pinetop-Lakeside, AZ — Connie Boggs, Main-Street Executive Director Tell us your level of satisfaction or dissatisfaction with Buxton's report. Did Buxton deliver what they promised,on time and for the price you set with them? Our satisfaction with the Buxton Community/D report has been tremendous for Pinetop- Lakeside. We met with several of the retailers identified by the report at ICSC in Las Vegas. I was able to present them with their own individual study. Buxton delivered what they promised, on time and at the price we agreed on. They didn't just do a report for us they became involved in the community and they call us to find out what else they can help us with often. They just don't drop you after their work is complete. Would you use them again? If so,why? We will use Buxton again when it's time to update our report because of the initial work they did for us. We love working with their staff of professionals. Tell us your opinion on the success you have had,or not,in getting any recommended companies to locate to your area. After our meetings at ICSC I have followed up on the companies we met with. I am working on 2 big-boxes as we speak. Buxton has certainly opened the doors for us. Retailers recognize the Buxton name and realize our community is serious about retail if we took the time and money to have Buxton work for us.' What role do you believe the Buxton data may have played in supporting your recruitment efforts? There is no better place than Buxton to get the best data out there. We depend on our second homeowners and data on this is not available or we could never have anyone else tell us where to find it except Buxton. When you present the Buxton report with the data available in your community to a retailer they listen. If you've been successful,or if your answer is no so far, do you know if other retailers are seriously considering your trade area because of this process? Buxton isn't the only answer to recruiting retail to your community. It is a tool. Your economic development team needs to be pro-active with the goals you have. In addition, to the Buxton report we just completed an economic development DVD along with community tip sheets that are also being sent to the retailers Buxton identified. It's an ongoing process. If I ever have any additional questions about a certain retailer not identified by Buxton I can call my representative and you can rest assured 1 will have a call from him before I hang up the telephone. The process is lengthy...meetings, telephone calls, emails. Some of the things they requ ire are aerials (expensive unless you have a friend who has an airplane), site plans etc. I have no doubt that they will locate but it's not a 30 day turn around if that's what you are expecting. How aggressive have your local recruitment efforts been sin ce receiving Buxton's report?What role did it play in the outcome? You don't let the Buxton report sit on a shelf and gather dust if you are serious about retail recruitment and our community is. Our Town Council is very pro-active and they increased my operating budget this year to give me the needed tools to do a better job. I am a one woman operation. I love what I do for our community. Btr/loty AD" 33 *gC__ors 36 ME Community/9 Duncanville, TX — Earle Jones, Director of Economic Development We have had a wonderful relationship with Buxton. Not only did they provide us with a Phase 1 &Phase 2 report in 2004, they have continued to work with us on various projects of importance to our overall City economy. We are a city of almost 38,000 residents and are small, 11.2 square miles, contiguous to and surrounded on three sides by Dallas. We are what is known as a first tier suburb, in that we are closest of the southern suburban communities that ring Dallas. Our major development took place in the 60's, 70's and early 80's. Our growth stagnated, and we have revitalized the City in the last 5 years, with some innovative new developments. Our most recent project success involves a 150,000 square foot Costco Club Warehouse, and a mixed-use multifamily and retail project with over 100,000 squar e feet of retail and 216 units of high quality, gated multifamily rental units along a creek which is to be a dedicated City Park with water flow, fountains, landscaping and lighting. We believe that Buxton played a significant part in our success in gett ing these projects. Thus far we have a number of restaurant prospects, several banks and a fitness club who have been interested in this location. I would most certainly recommend Buxton and their services, for the reasons outlined above. Denton, TX — Linda Ratliff, Director of Community Development Get your money's worth? Yes. In addition to the CommunitylD product, we asked them to review an incentive request we received from a developer for a 50 acre power center. We had never given retail an incentive at that time. Buxton's help with that project saved us$750,000 in incentives and the project was built and produced almost$2M in City property and sales tax in 2006. Get any of the people on the list of 20 prospects to locate in Denton? We either got the retailer or one similar. For example, instead of a Circuit City, we got a Best Buy; instead of a Linens N Things, we got a Bed Bath &Beyond. The only one we have not yet gotten is a furniture store. We have a few furniture stores in town. We were hoping for a Haverty's or something similar. What was the most important thing(s)you got from the study? We learned a lot about retail recruitment. The information was helpful in putting together our marketing pieces to distribute at ICSC (Irate mational Conference of Shopping Centers). We also learned the types of retail Denton could expect to recruit. Would you use their services again? We have. We called on Buxton to update their data for four sites that we highlighted in our retail piece. They turned it around very quickly so that we could get our brochure printed in time for the annual ICSC trade show. They also let us display our brochures at their booth at ICSC. Burton 34 37 Community/9 Cupertino, CA — Kelly Kline, Redevelopment/Economic Development Manager Is there an estimated or"ballpark" retailicommercial square footage number that can be attributed(totally or in part)to Buxton's services? Are there any specific retailers that have located in Cupertino or another jurisdiction you served that can be attributed (totally or in part)to Buxton's services? It's very hard to make those connections. Let me give you some feedback and examples that explain why. • There are rarely immediate results in retail. Most respectable retailers are planning stores for 2-3 years down the road in their development cycle. By the time you know for sure whether the eagle has landed, you, the City Manager, and the City Council may be gone! This money must be viewed as a long-term investment. • Sometimes deals go awry based on market conditions. We were very close to landing Borders in Downtown San Jose (thanks to Buxton's efforts)and then the bottom fell out of the bookstore industry. They put a halt to all deals they had been pursuing, and now may not even last as a compan y. • The Buxton match list can give you leverage with a developer who is claiming that there is no interest, or different interest than what actually exists. • I recently used my match list to retain an existing shoe store. Their sales had been down, and they were ready to abandon our city. I showed them that several of their competitors were on our match list, and that there is significant leakage in this category. This data made them decide to give us a second shot. They are now going to increase their marketing efforts and store presence before they make any decisions about the future of the store. Bottom line-there are definitely a few total and partial success stories. But, more importantly, I can say that the list has opened doors previously close d tight, has extended conversations with retailers who had previously been "lukewarm'; and has provide value to me in so many ways that I can't keep count. Buxton is my partner in retail recruitment. This needs to be viewed as a holistic and powerful tool for your program. It will take years for your program to be successful and to have the tangible success that your decision makers are looking for. This will be an excellent first step. If I were you I would try to steer them away from trying view su ccess as a one-store opening-it's a dangerous road to go down! In some ways, making this expenditure is a stake in the ground-a commitment from the city that they value retail, and that they are serious about their recruitment efforts. A relationship with Buxton sends a very strong message to the retail community. Bwxloff 35 +v� � ors 38