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AGR-7658 - NAVIRETAIL INC - PROFESSIONAL SERVICES AGREEMENT FOR RETAIL DEVELOPMENT SERVICES
DocuSign Envelope ID:C924F540-6F94-42G9-989F-7ED86C679304 Ds AGR-7658 I PROFESSIONAL SERVICES AGREEMENT Retail Development Services] THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at Orange, California, on this 26th day of March 2024 (the "Effective Date") by and between the CITY OF ORANGE,a municipal corporation("City"),and NAVIRETAIL INC., a Mississippi corporation("Contractor"),who agree as follows: 1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A," which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement,Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are the subject of this Agreement are not in the usual course of City's business and City relies on Contractor's representation that it is independently engaged in the business of providing such services and is experienced in performing the work. Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity providing such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary. 2. Compensation and Fees. a. Contractor's total compensation for all services performed under this Agreement, shall not exceed FIFTY THOUSAND DOLLARS and 00/100 ($50,000.00) without the prior written authorization of City. b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses. 3. Payment. a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred. b. All such invoices shall state the basis for the amount invoiced, including services completed,the number of hours spent and any extra work performed. c.Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice. DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work,extension of time,and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City's Project Manager, City Manager or City Council, as applicable. 5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement. 6. Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not,under any circumstances,be considered employees of City,and that they shall not be entitled to any of the benefits or rights afforded employees of City,including,but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever. 8. Designated Persons. Only those qualified persons authorized by City's Project Manager, or as designated in Exhibit"A," shall perform work provided for under this Agreement. It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated. 9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or his/her designee. 2 UocuSign Envelope ID:G924F540-6F94-42C9-989F-7ED86C679304 10. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor shall commence the work provided for in this Agreement within five(5)days of the Effective Date of this Agreement and diligently prosecute completion of the work. 11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work. 12. Reserved. 13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its control, other than those delays caused by City,shall be an extension of time. No matter what the cause of the delay,Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor's control. If Contractor believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement. 14. Products of Contractor. The documents, studies, evaluations, assessments, reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products produced or provided by Contractor for this Agreement shall become the property of City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction. 15. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows: a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin,mental or physical disability, or any other basis prohibited by applicable law. Such actions shall include,but not be limited to the following: employment,upgrading, demotion or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause: b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. 3 DocuSign Envelope IL):C924F540-6F94-42C9-989F-7ED86C679304 C.Contractor shall cause the foregoing paragraphs(a)and(b)to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. 16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code. Contractor further agrees that it shall not be eligible to work as the design/build firm for the project that is the subject of this Agreement. 17. Indemnity. a. To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City(collectively the "Indemnitees") entirely harmless from all liability arising out of: 1) Any and all claims under workers' compensation acts and other employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's employees arising out of Contractor's work under this Agreement, including any and all claims under any law pertaining to Contractor or its employees' status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and 2) Any claim, loss,injury to or death of persons or damage to property caused by any act, neglect, default, or omission other than a professional act or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City's property; but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. To the fullest extent permitted by law, and as limited by California Civil Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability arising out of any claim, loss, injury to or death of persons or damage to property to the extent caused by its negligent professional act or omission in the performance of professional services pursuant to this Agreement. 4 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 C.Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. d. The indemnities set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force for a period not to exceed four(4)years. 18. Insurance. a. Contractor shall carry workers' compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any workers' compensation benefits under any City program. b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis. c.Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of(1) a combined single limit of One Million Dollars (1,000,000); or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage for all owned, non-owned and hired vehicles and be written on an occurrence basis. d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement,City will accept a copy of the policy(ies)which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability insurance that is provided as part of the general or automobile liability minimums set forth herein shall be maintained for the duration of the Agreement. f.Contractor shall maintain during the life of this Agreement professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep 5 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 such policy in force and effect for at least five (5) years from the date of completion of this Agreement. g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above. h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City,which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten(10) days' prior written notice to City. i.Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in California so long as such insurer possesses the aforementioned Best rating. j Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City. In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Contractor. k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City,on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein,a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance. 1.Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein. 19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise. Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with 6 DocuSign Envelope IL):C924F540-6F94-42C9-989F-7ED86C679304 this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits. 20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the records")pertaining to the costs of and completion of services performed under this Agreement. City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractor shall maintain all such records for a period of at least three (3)years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three(3)days' notice from City,and copies thereof shall be furnished if requested. 21. Compliance with all Laws/Immieration Laws. a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. If the work provided for in this Agreement constitutes a"public works," as that term is defined in Section 1720 of the California Labor Code,for which prevailing wages must be paid, to the extent Contractor's employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Contractor must meet all State registration requirements and criteria, including project compliance monitoring. c.Contractor represents and warrants that it: 1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 IRCA); and 2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and 3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form 1-9 for each of Contractor's employees; and 7 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration. d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c. e.Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide,to the reasonable satisfaction of City,verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees. f.Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e. g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee,that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines,penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement. 22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California. 23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement,oral or written,pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated. 24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e-mail transmission. 8 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 CONTRACTOR" CITY" NaviRetail Inc. City of Orange 201 Main Street, Suite 600 300 E. Chapman Avenue Fort Worth, TX 76102 Orange, CA 92866-1591 Attn.: Casey Kidd Attn.: City Manager Telephone: (901) 654-0790 Telephone: (714) 744-2222 E-Mail: casey@naviretail.com E-Mail: cminfo@cityoforange.org 25. Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures. Remainder of page intentionally left blank; signatures on next page] 9 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written. CONTRACTOR" CITY" NAVIRETAIL INC., a Mississippi corporation CITY OF ORANGE, a municipal corporation DocuSigned by: aJ/ I DOCYSIgned by: Cr. By: 8491343n1FBC451 By: 02nB8a777A20417 Printed Name: Casey Kidd Daniel R. Slater, Mayor Title: CEO By: ATTEST: Printed Name: Docuslgn.d by: Title: Dn2nED1'B*BE.A3A Pamela Coleman, City Clerk APPROVED AS TO FORM: i-DocuSigned by: kL.t, 06DB01F3676E496 Mike Vigliotta, City Attorney NOTE:City requires the following signature(s) on behalf of the Contractor: 1)the Chairman of the Board,the President or a Vice-President,AND(2)the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office,please so indicate. OR The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City. INA 10 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 EXHIBIT "A" SCOPE OF SERVICES Beneath this sheet.] DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 av I Reta i I VALID FOR 60 DAYS Yt,:411 is Li,G:retati L fit, PROPOSED SCOPE OF WORK Market Analysis and Retail Development Services Orange, California February 2023 Fort Worth Office Memphis Office 201 Main Street 5100 Poplar Avenue Suite 600 Suite 2700 Fort Worth,Texas 76102 Memphis,Tennessee 38137 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 N avi Retail We are the retail experts. Casey Kidd, CEO NaviRetail Inc. 201 Main Street Suite 600 Fort Worth,Texas 76102 February 14, 2024 Aaron Schulze, Economic Development Manager City of Orange 300 East Chapman Avenue Orange, California 92866 Re: Market Analysis and Retail Development Services Aaron: I want to take this opportunity to thank you for reviewing our Scope of Work and considering us. NaviRetail has long-awaited the chance to work with Orange. As we've discussed in the past,we do things very differently,and I truly believe this approach is exactly what the city needs in order to accomplish its many development goals. As a company,we take great pride in ensuring that every detail of a project is not only recognized, but also, addressed in a very intentional manner. Our approach to every project prioritizes the following: 1. Quality over quantity 2. Cutting-edge creativity 3. Commitment and perseverance We believe that every project should begin with a well-defined plan; however, I can't emphasize enough the need for economic responsibility and sustainability when crafting this plan.We are full-fledged supporters of new business development while also maintaining economic sustainability amongst current businesses in Orange. With your help, I believe that we can not only accomplish the goals of the city, but exceed them in every way. I am confident we will have success, and I can't wait to see Orange thrive like we all know it should. Please review the following Scope of Work; and if you should have any questions,feel free to contact me directly via phone at(662)419-8098 or e-mail at casey@naviretail.com. Sincerely, I • Al21 . Casey Kidd, CEO DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 N avi Retail EXECUTIVE DocuSign Envelope ID:C924F540-6F94-42C9-989F-7EDB6G679304 0 EXECUTIVE SUMMARY You might be asking yourself: Why is not here?or How come we don't have a The answers to these questions vary from scenario to scenario, but one thing remains true for all: If they could be there,they would be. Our goal is to find out what is keeping them from being there and mitigate any issues that might stand in the way of them locating. Year 1 Phase 1:Critical Path Method&Project Kickoff We will meet with the economic development staff to organize efforts and determine the CPM for future development in Orange. This step ensures our process remains both efficient and pragmatic. Phase 2:Data Gathering&Collection We will start by gathering all the necessary data and facts about the area. This data focuses primarily on those who frequently shop and eat in the area, not just those who live within the Orange city limits. Phase 3:Market Analysis&Mobility Assessment We will use market insights to study the patterns and trends concerning Orange's consumers. With this information, we can better affect recruitment.This helps us to "zero-in"on prospective business targets. Phase 4:Combine Reports&Market Findings We will create comprehensive reports to better convey what this information means. What good is all of this useful information if presented in a way that is hard to digest or understand?Simple is better and that's exactly our approach. Phase 5:Community Forum&Recruitment Workshop We will host two separate seminars in Orange where local stakeholders,developers,and businesses all have a chance to network as well as receive relevant market data. Community buy-in is imperative. Phase 6:Retailer Matching&Targeting Strategies We will match the city's data to businesses that are a fit for Orange. Effective targeting is crucial to the success of our recruitment efforts. This is why possessing in-depth data about the city's consumers proves to be so important. Phase 7:Site Matching&Inventory Assessment We will match targeted businesses with sites that would best suit them. Matching retailers with sites that fit their consumer's psychographic profile and spending trend is paramount when courting a business prospect. Phase 8:Hotel Market Analysis&Feasibility Study(Optional+$10,000) We will prepare a hotel feasibility study for a proposed hotel property in Orange so that NaviRetail has adequate and necessary marketing collateral while attracting prospective hotel developers to the city. Phase 9:Action Items&Recommendations We will identify and address any issues that might be hindering the city's development goals. We will submit relevant recommendations that serve to mitigate obstacles that would slow down the development process. Phase 10:Business Recruitment&Retention We will begin contacting targeted retailers and developers on the city's behalf.This is where our vast network of industry connections with both retailers and developers is such a value to Orange. Having a "foot in the door"speeds up this process tremendously. 4 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 aviRetail COMPANY BACKGROUND & DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 9 OUR COMPANY 1. -: 9 Memphis,TN OVER9 Fort Worth,TX 400 a ` CITIES Active Markets ABOUT US Founded in 2016, NaviRetail quickly became the industry leader in economic development consulting and new business recruitment.The tenure of several employees at other companies provided a new perspective on the retail recruitment industry and has allowed NaviRetail to differentiate itself from competitors. NaviRetail team members have worked in as many as 30 different states and over 400 communities all across the U.S.With over 50 years in combined experience,we are shedding new light on the retail recruitment industry.This perspective is mandatory to recruit the retailers your constituents want to see. W iisy ar We want to show you the retail potential Orange has and also allow you the opportunity to work together N with us during the process.This is the 1 part of our job that we love the most. 4 Developing relationships and workingItdirectlywithcommunitiesarethekey elements to success. i,i'I i ia ;;' We are dedicated to becoming a%- 0111 i`"' i le, fledged community partner,as this is thes 0lr I lo I exact sort of environment which yields k success.We will bridge the gap between both the public and private sectors. Clark Tower-Memphis,Tennessee Office Wells Fargo Tower-Fort Worth,Texas Office 6 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 1.4 OUR LEADERSHIP About the CEO Casey Kidd Chief Executive Officer A native of North Mississippi,Casey Kidd has worked as an economic development VIVOVIOSt consultant across the U.S.for more than a decade. His passion for unconventional data analysis,combined with his knack for working deals for cities from start to finish, make him a well-suited match for the ever-changing retail market. Kidd has worked with government officials and stakeholders in over 400 communities and 30 states—and can likely tell you the exact address of city hall,the nearest Walmart, and the best local brewery in each of them. Aside from his expertise in data analysis and placemaking, Kidd is largely guided by his personal relationships with national retailers.These connections give him an insider's perspective into specifics retailers look for when considering a new site,as well as how cities can position themselves more competitively in today's market. Early in his career, Kidd developed the first technology for interpreting cell phone data to track consumer movement and spending;and he continues to be committed to giving back to the industry with the development of cutting edge technology. Before his love for data and dealmaking sent him on the road,Casey traveled as a professional musician and composer. His work is still brought to life by groups across the world,while he spends most of his days now on an airplane(possibly one he's piloting),on the phone,or at a desk making deals happen for small town America. 3oard of Directors Olt I Casey Kidd Walker Wright Dan Umberger Jeff Leathers President& Vice President& Treasurer&Secretary& Chief Executive Officer Director of Sales Director of Operations General Counsel 7 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 avi Retail PROPOSED DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 Q SCOPE OF WORK Phase 1 Critical Path Method & Project Kickoff Thank you for taking the initiative to be proactive rather than reactive. By hiring us,you're proving that the future development in Orange is a priority that cannot be ignored. Our critical path method (CPM) includes several discussion topics listed below.We look forward to kicking off this project with the city and discussing our approach. Our plan,while not necessarily a step-by-step guide,will aid in the decisions the city will be making in determining the future for Orange.We will place much emphasis on ensuring economic democracy amongst current businesses so as not to change the self-managed enterprises that already exist in the local market. We will thoroughly research and analyze various aspects about the community, even outside of the local economy, so that we offer the most complete perspective available by an outside firm.The topics presented will be done so in a diplomatic fashion, but with the utmost importance placed on truth, accuracy, and pragmatism. Topics To Be Covered: This list is simply a minimum list of topics to be included and is expected to grow as this process continues and our data is gathered. Business Feasibility and Consumer Targeting Overall Aesthetics of the Orange Market Government Organization and Economic Solidarity Inclusion and Availability of Small Business Resources Available Properties Highest and Best Uses Future Housing Development Infrastructure Improvements and Expansion Retail Education and Current Business Development Tourism Planning and Staffing Considerations Young Talent Retention Strategies Workforce Development and Education 9 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 9 SCOPE OF WORK Phase 2 Data Gathering&Collection rA;00 0r••s`• •. e•• Identify Existing Businesses di ie j0:40•7. oNaviRetail will identify existing businesses `•• . w• ,,0: in the market to survey the base of all the s •" = ` consumers present in the market. o• S A• S •• • • Ping Mobile Device Data s•• 0 NaviRetail will collect mobile device (cell phone) data t about these consumers to better understand their trends and patterns. Collect Demographics,Psychographics,and Leakage/Surplus Data O NaviRetail will collect all relevant demographic, psychographic, and sales leakage/surplus data to be paired with relevant mobile device data. How do you do that? Through strategic partnerships, NaviRetail has the ability to track the GPS in location-enabled devices all across the United States.This data shows us where consumers live, work, and even where they were leading up to the surveyed retail location. Why is this important? Possessing accurate data is paramount. Retailers rely heavily on specific data regarding their consumers, and thankfully- NaviRetail is able to provide them with just that. Being able to show them what's happening in a given market is the first step to effective retail recruitment. m a • 7r t. U ae.•%tl• (='J ,i, z) ate., r r .,. 7 • 1%11 •n li'•ljr . r,.o,.. . M1' e i, . ,' •„„ .,M yr„. ID v ll i...., Nu"onalFwe 10 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 Q SCOPE OF WORK Phase 3 Market Analysis&Mobility Assessment ODetermine Retail Trade Area(s) NaviRetail will evaluate the Retail Trade Areas for your market by filtering through the mobile device data collected, leaving only the most frequent consumers. Pair Data Sets NaviRetail will pair geographic data with other data sources that may include consumer spending surveys,credit card transactions, and lifestyle attributes. Analyze Collected Data NaviRetail will thoroughly analyze the demographics, psychographics, and leakage/surplus data to determine who your consumers are and what they're buying elsewhere. OCompare Peer Communities a NaviRetail will identify peer communities with similar demographics that already possess the desired retail offerings the city seeks, helping to better understand how and why they located where they did. Identify Competing Communities NaviRetail will identify competing communities that might be causing consumers to leave the city to purchase a particular good or service, ultimately causing retail sales to leak outside the city. Why is this important? Knowing the consumers in a given market is essential for targeting suitable retailers.We spend quite a bit of time gathering and analyzing information to accomplish this. In the end,the retailers feel most confident in their decision when they can depend on the information we've provided, even after a store is built. It Y 11111114111 tndalusia vi'erprne,. o opp tewtoi, Q rraive w _.• bet uniak Springs 1 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 9 SCOPE OF WORK Phase 4 Combine Reports&Market Findings Create Retail Marketing Flyer 0 NaviRetail will create marketing pieces for the city that contains pertinent information retailers and developers might want to see in first conversations. Create Demographic, Psychographic,and Leakage/Surplus Reports ONaviRetail will compile all the collected demographic, psychographic,and leakage/surplus data into comprehensive reports, allowing the city to understand their standing in the local market. Create Peer Analysis Report O NaviRetail will create a report detailing the identified peer communities that are similar, as well as information about how they might have obtained their current selection of retailers. Create Competing Communities Report© NaviRetail will create a report that lists the current competing communities of the city, threats that they might impose,as well as potential opportunities that exist because of their current situation. Create Radial&Drive-time Reports 0 NaviRetail will create several different radial and drive-time reports, allowing for fast access of general demographic information if needed by the city or members of NaviRetail while at trade shows. Why is this important? Not only do we provide you valuable data about your consumers, but we also compile it into a format retailers want to see. Branding is an extremely powerful tool when reaching out to retailers;therefore, we ensure that all of your reports are not only helpful, but also eye-catching and consistent.This is very influential when retailers are reviewing the facts about your consumers and Retail Trade Area. RETAIL NaviRetail Jahn L'Trey"Baker T _ Retail "`' Opportunity bers_ a vacs 111111 111111 Market l'' 12 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 9 SCOPE OF WORK Phase 5 Community Forum&Recruitment Workshop 0 Host Seminars for Local Businesses&Stakeholders NaviRetail will host two (2) seminars in Orange: The first seminar will invite local businesses and other major stakeholders to help identify ways in which to enrich the current retail landscape in Orange. The second seminar will invite the City Council and the Planning/Zoning Commission to come and learn about what retail recruitment entails and ultimately means for the city as we work through this process together. Connect Locals with Opportunities for Development or Franchising O NaviRetail will educate stakeholders about development and franchising opportunities,gather contact information,and follow-up with interested parties about how to get involved. Identify Potential Development&Redevelopment Opportunities O NaviRetail will identify and pursue potential development and redevelopment opportunities involving those locally that might be interested in helping with future development or redevelopment in the area. Why is this important? Connecting with local stakeholders is essential for getting the entire city on the same page.We prefer to do this prior to starting recruitment rather than after the fact.This way, if,there are any potential issues,we can mitigate those on the front end - not after we have an interested party. Rl MOW 4 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 9 SCOPE OF WORK Phase 6 Retailer Matching&Targeting Strategies Analyze Retail Wish List 0 NaviRetail will collect and analyze a "retail wish list" from the city.This is a list of retailers that constituents have expressed they would like to see added to Orange's retail base. Identify Expanding Retailers O NaviRetail will identify and track retailers that are currently expanding,as well as keeping a mindful watch on retailers who are currently not expanding, but might potentially be in the near future. Create Retailer Target List O NaviRetail will create a list of retailer targets that fit Orange's demographics and needs.This list will be a combination of matches from the retail wish list, as well as other targets added by NaviRetail. Why is this important? Knowing who to target at trade shows and events is sometimes half the battle of recruiting retail.The retail recruitment industry is changing at a very fast pace. Going blindly after retailers can not only be ineffective, but possibly even detrimental. NaviRetail focuses on tracking movement in the retail industry so that we always know who,when, and how to target the retailers we've matched to Orange. 0 r l - 111111111111111 l . S 14 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 9 SCOPE OF WORK Phase 7 Site Matching&Inventory Assessment Catalog Available Properties 0 NaviRetail will research and catalog the current available properties for retail in Orange.This property database information is essential for next steps when we identify an interested party. Match Sites to Retailer Targets ONaviRetail will match the targeted retailers to suitable sites for development and render a conceptual site plan for the proposed development(s). Determine Any Potential Issues O NaviRetail will identify potential issues or obstacles that may exist concerning a retailer locating on a given property.We will also work to mitigate these issues before the initial contact with the retailer. Why is this important? The retailers always take the path of least resistance and the more information we can provide them initially, the better the chance is that they'll take it back to the office and do their own research. By collecting and organizing some of this information for the retailers,we streamline the recruitment process. This allows us to see results faster rather than waiting for our initial contact with the retailers to collect and sort this data. fi Iii Ei Is 15 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 SCOPE OF WORK Phase 8 (Optional) Hotel Market Analysis&Feasibility Study Collect Hotel Market Data ONaviRetail will gather relevant market data from existing properties in the Orange hotel market area. This data will help serve Orange for both future developments and the retention of existing hotel properties. Analyze Hotel Market Conditions O NaviRetail will evaluate the hotel market in Orange to measure the market rebound from the COVID-19 pandemic.This includes a review of data from previous years, including the pandemic, and comparison to current market conditions. Prepare Hotel Feasibility Study O NaviRetail will prepare a Hotel Feasibility Study for the purposes of building a proposed property in Orange and the feasibility of this project thereof.This will detail the construction costs, land costs, and include market data to show whether this project would be feasible or not,and to what extent. Why is this important? We believe that adequate hotel lodging space is a very necessary piece of a town's overall tourism strategy. This ensures that the tourist or business traveler is able to make all purchases locally when suitable hotel properties are available near their final destination. 4r-4- 11111 At vollikt y' 16 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 SCOPE OF WORK Phase 9 Action Items&Recommendations Send Progress Reports 0 NaviRetail will send frequent progress reports to our point of contact throughout this project. Follow up with Stakeholders and Forum Attendees 0 NaviRetail will be available for contact by forum attendees throughout this project. Identify Action Items and Recommendations 11) NaviRetail will identify potential obstacles that stand in the way of development in Orange and recommend ways in which the city can work to mitigate these issues. Why is this important? It's difficult to fix a problem that you never knew was a problem.That's where our help proves to be invaluable to Orange. We believe wholeheartedly that if development could happen without further city intervention, it would. When it hasn't already,we see it as our duty to identify and inform our clients how to be proactive in mitigating any issue that might hinder development. 40000 17 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 Vi SCOPE OF WORK Phase 10 Business Recruitment&Retention Attend Retail Trade Shows ONaviRetail will attend the following trade shows on behalf of Orange(if deemed safe to do so): Retail Live!Carolinas ICSC @ Monterey ICSC @ Carolinas r ICSC @ Red River States Retail Live!Southeast ICSC @ Las Vegas ICSC @ New England 41111 ICSC @ Florida Retail Live!Southcentral ICSC @ PA/NJ/DE ICSC @ Western ICSC @ Central ICSC @ Southeast Retail Live!Southwest ICSC @ New York O Contact Retailers NaviRetail will contact the retailers listed on the Retailer Match List,at minimum, quarterly. O Contact Developers NaviRetail will contact the developers listed on the Developer Match List,at minimum, quarterly. Why is this important? We believe that retail trade show marketing should be the core of any retail recruitment strategy.That is why we attend trade shows on behalf of our clients all across the United States. Not only do we leverage our many years of industry connections on behalf of Orange, but we also employ checks and balances to make sure existing businesses continue to thrive while recruiting new ones. 18 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 9 TIMELINE & PRICING Year 1 Agreement is Signed Both parties have fully executed the agreement. First Payment Once the agreement is signed, Orange shall remit$50,000"to NaviRetail. Client Visit NaviRetail will make a trip to Orange. Phase 1:Critical Path Method&Project Kickoff This will be started immediately. Phase 2:Data Gathering&Collection This will be started immediately. Phase 3:Market Analysis&Mobility Assessment This will be completed 3-4 weeks after Project Kickoff. Phase 4:Combine Reports&Market Findings This will be completed 4-5 weeks after Project Kickoff. Client Visit NaviRetail will make a trip to Orange. Phase 5:Community Forum&Business Workshop This will be completed 1-2 months after Project Kickoff, schedules permitting. Phase 6:Retailer Matching&Targeting Strategies This will be completed within 3 months of Project Kickoff. Phase 7:Site Matching&Inventory Assessment This will be completed within 4 months of Project Kickoff. Phase 8:Hotel Market Analysis&Feasibility Study(Optional+$10,000) This will be completed within 5 months of Project Kickoff. Phase 9:Action Items&Recommendations This will be completed within 6 months of Project Kickoff. Phase 10:Actual Business Recruitment&Retention We will begin retailer/developer contacting once the retailer match list has been approved by Orange. Client Visit NaviRetail will make a trip to Orange. Pricing is valid for sixty(60)days. 19 UocuSign Envelope IU:G924F540-6F94-42G9-989F-7ED86C679304 Q PROJECT DELIVERABLES Year Community Demographic Profile Primary&Secondary Retail Trade Areas Demographic Profiles Primary&Secondary Retail Trade Areas Psychographic Profiles Total Retail Trade Area Gap Analysis Retail Marketing Flyer Peer Communities Analysis Competing Communities Analysis Radial Demographic Profiles Drive-time Demographic Profiles Community Forum Recruitment Workshop Retailer Match List Developer Match List Available Property Database Conceptual Site Plan Hotel Feasibility Study(If Selected) Action Items Trade Show Attendance Retailer Contacting Developer Contacting DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 ay! Retail PROFESSIONAL SERVICES DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 PROFESSIONAL SERVICES AGREEMENT This contract("Agreement") is entered into as of the date this Agreement is signed by both parties ("Effective Date"),between the City of Orange ("the Client"), and NaviRetail Inc., a Mississippi Corporation("the Contractor") (each a"Party" and collectively"Parties"), acting through their authorized representatives. WHEREAS,the Client wishes to engage the services of the Contractor to assist the Client in their retail recruitment efforts ("the Project"). The Contractor wishes to provide services for Market Analysis and Retail Development Services, as described in this Scope of Work("the Proposal"). THEREFORE, in exchange for the mutual obligations in this Agreement, and other consideration, the Parties agree as follows: 1. Term of Agreement 1.1 This Agreement commences on the Effective Date and continues through twelve (12) months from Effective Date. 1.2 The Parties may extend the term of this Agreement by mutual agreement in a writing signed by both Parties which specifically states it is extending the term of this Agreement. 2. Services by the Contractor 2.1 The Contractor shall perform the services in connection with the Project as set forth in the Proposal on the schedule set forth in the Proposal. 2.2 The Parties acknowledge and agree that any and all opinions provided by the Contractor in connection with the Proposal represent the professional judgment of the Contractor in accordance with the professional standard of care applicable by law to the services performed hereunder. 2.3 The Contractor shall devote such time as reasonably necessary for the satisfactory performance of the services under this Agreement. Should the Client require additional services not included under this Agreement, the Contractor shall make reasonable effort to provide such additional services within the time schedule without decreasing the effectiveness of the performance of services required under this Agreement and shall be compensated for such additional services as agreed between the Parties. 2.4 The Contractor shall furnish the facilities, equipment and personnel necessary to perform its obligations under this Agreement. 2.5 Except for the obligations and restrictions expressly contained in this Agreement, nothing contained herein shall prohibit the Contractor from rendering services to any other entities during the term of this agreement. 22 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 3. Compensation to the Contractor 3.1 The Client shall remit one payment to the Contractor for$50,000.00 in accordance with the amounts listed in the Proposal. Payments are to be made within fifteen (15) days of the Effective Date. 3.2 The Contractor shall be entitled to no additional compensation under this Agreement unless the Parties agree to additional compensation in a writing signed by both Parties which specifically states it is altering the compensation due under this Agreement. 4. Termination 4.1. Either Party may terminate this Agreement immediately upon the material breach of the other Party. 5. General Obligations and Agreements 5.1 Amendments. Modifications or amendments to this Agreement are only effective if done in a writing signed by all Parties, which specifically states it is modifying or amending this Agreement. 5.2 Confidentiality.All documents, data compilations,reports, computer programs, photographs, and any other work provided to or produced by the Contractor and marked Confidential" shall be kept confidential by the Client unless written permission is granted by Contractor for its release. 5.3 Compliance with Laws. The Contractor shall keep informed of and comply with all applicable federal, state and local laws and regulations in the performance of this Agreement. 5.4 Entirety of Agreement. This Agreement and its attachments, if any, represent the entire and integrated Agreement between the Parties and supersedes all prior negotiations, representations, and agreements, whether written or oral. 5.5 Ethics. The Contractor shall keep informed of and comply with all ethical standards governing the Contractor's profession. 5.6 Force Majeure. Neither party shall be liable for failure to perform under this Agreement if such failure to perform arises out of causes beyond the control and without the fault or negligence of the nonperforming party. This provision shall become effective only if the party failing to perform immediately notifies the other party of the extent and nature of the problem, limits delay in performance to that required by the event, and takes all reasonable steps to minimize delays. 5.7 Indemnification. The Contractor shall indemnify, defend and hold harmless the Client and its agents, employees, successors and assigns from all claims, lawsuits, and liabilities arising out of the Contractor's performance (or failure to perform) under this Agreement. 23 DocuSign Envelope ID:C924F540-6F94-42C9-989F-7ED86C679304 5.8 Independent Contractor. The Contractor is an independent contractor, and not an employee of the Client, under this Agreement. The Contractor is not authorized to incur any obligation on behalf of the Client. 5.9 Ownership of Work Product.All work product, including but not limited to all documents, reports, records, materials and data resulting from performance of this Agreement and produced for the Client's exclusive use shall become the property of the Client upon completion of this Agreement. The Client agrees that it shall not alter,transform, or make derivative works of the product for the distribution or sale to any third-party.Any materials bearing the name or that of any specific retailer, developer, or other entity and/or not otherwise designated as being produced for the exclusive use of the Client shall not be considered as being produced for the exclusive use of the Client and shall remain the property of the Contractor. 5.10 Third-Party Beneficiary Rights. The Parties do not intend to create in any other person the status of third-party beneficiary, and this Agreement shall not be construed to create such status. The rights and obligations in this Agreement operate only between the Parties and inure solely to the benefit of the Parties. The Parties intend and expressly agree that only the Parties have any right to enforce this Agreement, to any remedy arising out of a parry's performance or failure to perform any term or condition of this Agreement, or to bring an action for the breach of this Agreement. 5.11 Time is of the Essence. Time is of the essence in all provisions of this Agreement. 5.12 Waiver. The waiver of any breach of any term or condition in this Agreement shall not be deemed a waiver of any prior or subsequent breach. 5.13 Severability. If any part of this Agreement is declared unenforceable or invalid,the remainder will continue to be valid and enforceable. 24 DocuSign Envelope ID:C924F540-6F94-42G9-989F-7ED86C679304 IN WITNESS WHEREOF,this Agreement has been agreed to and duly executed by the authorized representatives of the parties hereto as of the Effective Date. NaviRetail Inc. Per: Date: Casey Kidd, CEO AND— City of Orange Per: Date: Aaron Schulze, Economic Development Manager 25