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CONSULTANT AGREEMENT
N-2020-025
THIS AGREEMENT is made and entered into this 1st day of January , 2020, by and
between Civitas Advisors, Inc., a California corporation ("Consultant'), and the City of Santa Ana, a charter
city and municipal corporation organized and existing under the Constitution and laws of the State of
California ("City").
c RECITALS
0
`" A. The City desires to retain a consultant having special skill and knowledge in the formation of
NTourism Marketing Districts.
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B. Consultant represents that Consultant is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this Agreement
will be performed in compliance with such standards as may reasonably be expected from a
professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and
conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall assist the City and the Santa Ana Chamber of Commerce with formation of the
proposed Santa Ana Tourism Marketing District ("SATMD") through a five -step process leading to
successful SATMD formation. Specifically, Consultant shall perform during the term of this Agreement,
the tasks and obligations, including all labor, materials, tools, equipment, and incidental customary work,
required to fully and adequately complete the services described and set forth in the Proposal - Exhibit A,
attached hereto and incorporated by reference.
2. COMPENSATION
A. City agrees to pay, and Consultant agrees to accept as total payment for its services for City,
the rates and charges identified in Section IV of Exhibit A. The total sum to be expended under this
Agreement shall not exceed forty thousand dollars ($40,000.00) during the term of this Agreement, which
shall include thirty-six thousand dollars ($36,000.00) in professional fees and up to four thousand dollars
($4,000.00) in various costs and expenses.
B. Payment need not be made for work that fails to meet the standards of performance set forth
in the Recitals, which may reasonably be expected by Authority.
3. TERM
This Agreement shall commence on the date first written above and terminate after one (1) year,
unless terminated earlier in accordance with Section 15, below. The tern of this Agreement may be
extended upon a writing executed by the City Manager and the City Attorney,
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to
create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise
discretion or control over the professional manner in which Consultant performs the services which are the
subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in
a mariner consistent with all applicable standards and regulations governing such services, Consultant shall
pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes
relating to employees and shall be responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates an exclusive and perpetual license for City to copy, use, or reuse any and
all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings,
estimates, and other documents or works of authorship fixed in any tangible medium of expression,
including but not limited to, physical drawings or data magnetically or otherwise recorded on computer
diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents
& Data'). Consultant shall require all subcontractors to agree in writing that City is granted an exclusive
and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data which were
provided to Consultant by the City. City shall not be limited in any way in its ability to copy, use, or reuse
Documents and Data at any time, provided that any such use not within the purposes intended by this
Agreement shall be prohibited.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall
require its subcontractors, if any, to obtain and maintain insurance as described below:
A. Consultant shall maintain commercial general liability insurance which shall include, but not be
limited to protection against claims arising from bodily and personal injury, including death resulting
therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's
operations in the performance of this Agreement, including, without limitation, acts involving vehicles.
The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and
personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000
per occurrence, and in the aggregate. Such insurance shall (a) name the City, its officers, employees,
agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with
respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation
ofinsured's provisions.
B. Business automobile liability insurance, or equivalent form, with a combined single limit of not
less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -
owned automobiles.
C. Worker's Compensation Insurance. In accordance with California state law, Consultant, if
Consultant has any employees, is required to be insured against liability for worker's compensation or to
undertake self-insurance. Prior to commencing the performance of the work under this Agreement,
Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
D. The following requirements apply to the insurance to be provided by Consultant pursuant to this
section:
0) Consultant shall maintain all insurance required above in full force and effect for the
entire period covered by this Agreement.
0i) Certificates of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be cancelled or reduced
in coverage or changed in any other material aspect without thirty (30) days prior
written notice to the City,
E. If Consultant fails or refuses to produce or maintain the insurance required by this section or
fails or refuses to furnish the City with required proof that insurance has been procured and is in .force and.
paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination
shall not affect Consultant's right to be paid for its time and materials expended prior to notification of
termination. Consultant waives the tight to receive compensation and agrees to indemnify the City for any
work performed prior to approval of insurance by the City.
7. INDEMNIFICATION
To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City,
its officers, agents and employees (collectively, the "indemnified parties") from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property), demands,
obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs
and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind
and nature whatsoever (individually, a claim; collectively, "claims"), which may arise from the negligent
and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees,
vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or
for whose acts they may be liable for any or all of them, as it directly relates to the work described in this
Proposal — Exhibit A. Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful
misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount
of indemnification to be provided by the Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees
against any and all liability, including costs, for infringement of any United States' letters patent, trademark,
or copyright infringement, including costs, contained in the work product or documents provided by
Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this
Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred
under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum
period of three (3) years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant
shall allow a representative of the City to examine, audit, and make transcripts or copies of such records
and any other documents created pursuant to this Agreement during regular business hours. Consultant
shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement
for a period of three (3) years from the date of final payment to Consultant under this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
disclose such information except in the performance of this Agreement, and further agrees to exercise the
same degree of care it uses to protect its own information of like importance, but in no event less than
reasonable care. "Confidential Information" shall include all non-public information. Confidential
information includes not only written information, but also information transferred orally, visually,
electronically, or by other means. Confidential information disclosed to either party by any subsidiary
and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
nondisclosure shall not apply to any infonnation that (a) has been disclosed in publicly available sources;
(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession
of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of
law; or (e) is independently developed by the Consultant without reference to information disclosed by the
City.
It. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or indirect,
which would conflict in any manner with performance of services specified under this Agreement.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
recruitment, selection, training, utilization, promotion, tenmination or other employment related activities.
Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,
state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Consultant,
and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail.
This Agreement may not be modified except by written instrument signed by the City and by an authorized
representative of Consultant. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or
obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, which are not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant
may not assign, transfer, delegate or subcontract any interest herein without the prior written consent of the
City and any such assignment, transfer, delegation or subcontract without the City's prior written consent
shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to
have any of the services which are the subject to this Agreement performed by City personnel or by other
consultants retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination.
In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all
services performed by Consultant prior to receipt of such notice of termination, subject to the following
conditions:
A. As a condition of such payment, Consultant may be required to deliver to the City all work
product completed as of such date, and in such case such work product shall be the property of the City
unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as described
in this Agreement..
B. Payment need not be made for work which fails to meet the standard of performance specified in
the Recitals of this Agreement
16. 'WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the
provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the
breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a
waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute
a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
and governed by the laws of the State of California. Both parties further agree that Orange County,
California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection
with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
governmental agencies. Consultant shall notify the City immediately and in writing of his inability to obtain
or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for
termination of this Agreement.
19. NOTICE;
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be
in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified
mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in
this Section, to the following persons:
To City: City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Facsimile: (714) 647-6956
With courtesy copies to:
City of Santa Ana
Economic Development Division
20 Civic Center Plaza (M-25)
Santa Ana, CA 92702
Facsimile: (714) 647-6549
and City Attorney
City of Santa Ana
2.0 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Facsimile: (714) 647-6515
To Consultant: Civitas Advisors, Inc.
1102 Corporate Way, Suite 140
Sacramento, CA 95831
Telephone: (800) 999-7781
A party may change its address by giving notice in writing to the other party. Thereafter any notice,
tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If
sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States marl, duty registered or certified, with postage prepaid, and addressed as set
forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-
four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile
machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
state, County or City holidays shall be excluded.
20. MISCELLANEOUS PROVISIONS
A. Each undersigned represents and warrants that its signature herein below has the power, authority
and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City
fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that
such authority or power is not, in fact, held by the signatory or is withdrawn.
B. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the
body of this Agreement.
(Signatures on following page)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
4`
Daisy Gomez
City Clerk
APPROVED AS TO FORM
Sonia R. Carvalho
City Attpnfq7 j A
UWOIAIKTJV JIY
RECOMMENDED FOF APPROVAL
Steven A. Mendoza
Executive Director
Community Development Agency
CITY OF SANTA ANA
K stine Ridge
City Manager
CONSULTANT
L
9&n Lambeth
President
Civitas Advisors, Inc.
EXHIBIT A
PROPOSAL TO FORM THE
SANTA ANA TOURISM MARKETING DISTRICT
November 27, 2019
Mr, Marc Morley
Economic Development Specialist III
City of Santa Ana
1634 W. Sunflower Ave., Suite C-35
Santa Ana, CA 92704
Re: Proposal to Form the Santa Ana Tourism Marketing District
Dear Mr. Morley:
We are pleased to continue to work with the City of Santa Ana and the Santa Ana Chmaber
of Commerce in exploring the idea of forming a Tourism Marketing District ("TMD"). I am
pleased to present to you a updated proposal for services to form the proposed Santa Ana
Tourism Marketing District ("SATMD" ). Civitas is California's premier consultant in TMD
formation and renewal. We will bring to Santa Ana the experience and expertise
necessary to guide a successful TMD formation process.
Civitas has served as consultant to 91 of California's 109 TMDs. We have been forming
and renewing special districts since 1993, and assisting in the operation of those districts
since 2000. Our track record in successfully forming and renewing districts is California's
best.
Our proposal outlines the necessary steps for a successful TMD formation process. Our
process is designed to secure significant support for the project while complying with
applicable laws. Throughout the process we will work closely with your staff, business
owners, and local officials to form a specialized district meeting Santa Ana's needs. We
will guide a process that will be promptly responsive to the needs and concerns of Santa
Ana stakeholders.
Thank you for the opportunity to submit this proposal. I look forward to working with
you on this exciting project.
Best Regards,
C
Nichole Farley, Director of Business Development & Client Engagement
I. Executive Summary...............................................................................................................3
II. Introduction............................................................................................................................ 4
III. Scope of Services................................................................................................................... 5
Overview................................................................................................................................................................ 5
Step One: Initiation and Infrastructure ........................
Step Two: Outreach and Consensus Building....,.,,.,
7
StepThree: Document Preparation, ............................................................................... .......................... 8
StepFour: Document Revision.................................................................................................................... g
StepFive: Hearing Process..........................................................................................................................10
IV. Schedule and Fees................................................................................................................. 77
Schedule
11
Fees.........................................................................................................................................................................11
V. Qualifications........................................................................................................................13
PartialClient List - TMD Projects.............................................................................................................13
StaffBiographies..............................................................................................................................................14
Santa Ana TMD Formation Proposal -August 29, 2019 2
Executive Summary
Civitas proposes to assist the City of Santa Ana ("the City") and the Santa Ana Chamber of
Commerce ("the Chamber") with formation of the proposed Santa Ana Tourism Marketing
District ("SATMD"), Civitas has formed or renewed a majority of California's TMDs, and
will provide expert advice and guidance throughout the project.
Our proposal encompasses five (S) steps leading to successful SATMD formation. Civitas
will create the database of district businesses, assist in consensus building, prepare and
revise documents, and guide the City Council hearing process. Throughout the project
Civitas will work closely with business owners and City officials.
We anticipate completion of the project in six (6) months. If the project is completed
during this time period, Civitas' fees and expenses would not exceed $40,000.
.__.,r.— _ _ --- ... .-..
Santa Ana TMD Formation Proposal— August 29--, 'L01_9 3
II. Introduction
Thousands of business owners in cities throughout the United States are successfully using
business improvement districts to improve their businesses. The proven track records of
those districts led to implementation of BIDS for tourism promotion in California.
Businesses in Santa Ana have expressed interest in using this model to form and grow a
stable funding source that will help support them.
The Property and Business Improvement District Law of 1994 ("1994 Law") is a powerful
tool available to business owners and local governments. This law empowers private
business owners to work closely with local government officials and establish a new
funding source dedicated to providing services which benefit the businesses.
As with most areas, there is a greater need for tourism promotion services in Santa Ana
than can be provided with limited government funding. The SATMD can address this need
and provide a dependable source of revenue for marketing Santa Ana lodging businesses.
In concert with the City and the Chamber, the Civitas team will guide a formation process
that includes developing and manipulating data, obtaining feedback from business
owners, preparing legal documents including a Management District Plan, guiding the
petition drive, and attending City Council hearings.
This proposal is based on the understanding that business owners and the Chamber will
provide assistance and time needed to facilitate the process on the local level, including
some database work, substantial time devoted to outreach meetings, and gathering
support and signed petitions from businesses.
- - -..----
- ._
Santa Ana TMD Formation Proposal -August 29, 2019 4
III. Scope of Services
Overviews
Five (5) steps are anticipated over six (6) months, resulting in successful SATMD formation,
The five (5) steps are briefly described below and outlined in further detail on the
following pages.
I
This step creates the necessary leadership structure to carry out the project. During this
step Civitas, the City and the Chamber, and business owners will identify their respective
roles in the formation process. This step also includes gathering information on the
district.
Outreach efforts are undertaken in step two (2) to connect with business owners and City
officials and gain their support for the proposed SATMD.
In step three (3), documents necessary to form the SATMD are drafted. Civitas will work
closely with business owners, the Chamber, and the City to ensure documents reflect the
needs and priorities of assessed businesses.
1 !',-'i
Documents drafted by Civitas will be submitted to the Chamber, business owners, and the
City for review. Based on their input, Civitas will revise documents as necessary and
prepare final documents.
Finally, Civitas will guide the City through the City Council hearing process to form the
SATMD.
a ---- __ --_-. --
osal -August 29, 2019 S
Step One: Initiation and Infrastructure
This task includes development of program infrastructure necessary to carry out a
successful formation project. Civitas will work with the City and the Chamber to create
the database of SATMD businesses.
Civitas will work with the City, the Chamber and business owners to clarify the project
parameters. Assignments for Civitas, the City, the Chamber, and bush -less owners will be
established.
A project steering committee composed of the Chamber staff, business owners, and City
staff, will be formed. We will work with the steering committee to provide guidance and
keep the project on track.
Civitas will work with the City and the Chamber to create the SATMD database. The
database will be used for various purposes throughout the project, including calculating
assessments and mass mailings. Variables that may need to be assembled include
business name and address, owner name, business type or occupancy, and revenue.
Revenue is proprietary information; Civitas will sign a non -disclosure agreement if
necessary, or work with the City to determine the petition and protest weight of each
business.
Santa Ana TMD Formation Proposal - August 29, 201-9 6
Step Two: Outreach and Consensus BuiLding
It is our understanding that the steering committee will conduct outreach to, and build
consensus among, business owners within the SATMD. Reaching out to business owners
and City staff and officials is a crucial piece of the formation process. This step includes
two (2) trips by Civitas to Santa Ana to meet with business owners and City staff and
officials.
Civitas and the Chamber will work together to develop an effective outreach program. The
program will include educating City staff and officials and business owners about TMDs,
and seeking their input on the best strategy for Santa Ana.
During the outreach process, priorities for services will be established. An assessment rate
which will be proportional to the services received by each business will be developed.
Other elements of the SATMD, such as governance provisions and service priorities, will
also be determined.
The initial database will be updated and manipulated throughout the outreach process.
Civitas and the Chamber will, build on previously obtained information to maintain a
complete and current database of SATMD businesses.
Santa Ana TMD Formation Proposal —August 29, 2019
Step Three: Document Preparation
Civitas will utilize information gathered in the outreach and consensus building process
to prepare documents required for SATMD formation.
Civitas will prepare a Management District Plan that complies with California law and
serves as a user-friendly educational tool. The Management District Plan will include:
• District rationale and objectives
• District boundaries, benefit zones, and business classifications
• Service plan and annual budget
• Proposition 26 compliance provisions
• Assessment rate
• Governance structure
• District rules and regulations
• Exhibits including a map and list of businesses
The 1994 Law requires signed petitions from businesses to begin the SATMD formation
process. Civitas will draft the petition based on the Management District Plan.
Civitas will draft the resolutions necessary to form the SATMD: a Resolution of Intention
and a Resolution of Formation. The resolutions will include parameters from the
Management District Plan and other legally required elements. A notice must also be sent
to businesses proposed to be in the SATMD; Civitas will draft the notice.
Santa Ana TMD Formation Proposal -August 29, 2019 8
Step pour: Document Revision
Draft documents will be submitted to the steering committee, the Chamber, and the City
for review. Civitas will revise drafts as necessary.
Civitas will submit draft documents to the steering committee for review. Civitas will
revise documents to incorporate any comments from the steering committee.
I s r
Civitas' staff will worts with the City Attorney's office to obtain their review and approval
of documents. Civitas will incorporate their comments as necessary, and prepare finalized
documents.
Based on comments from the steering committee and City Attorney, Civitas will prepare a
final version of the Plan. Finalization may require several rounds of edits and negotiation
between the parties.
Santa Ana TMD Formation Proposal — Augusf 29, 2019 9
Step Five: Wearing Process
Once the steering committee and City have approved final documents, Civitas will assist
in submitting the project to the City Council. This step includes two (2) trips to Santa Ana
by Civitas to attend hearings.
Civitas will take all necessary steps to prepare for SATMD formation. This will include
coordinating with City staff to set and prepare for hearings and discussing legal matters
with the City Attorney. Frequent phone calls, email correspondence, and other
communications will be necessary throughout this step.
Civitas will work with the steering committee to ensure adequate petition support has
been garnered. This will include working with the City to devise a calculation method,
and working with the steering committee to identify the most influential businesses. The
steering committee and the Chamber will be responsible for collecting signed petitions
from businesses.
Civitas will attend the City Council hearing on the Resolution of Intention. If necessary,
Civitas will be prepared to make a brief presentation about the proposed SATMD to the
City Council. After the Resolution of intention is adopted, Civitas will coordinate with City
staff to ensure notice is given to SATMD businesses in accordance with the 1994 Law.
Civitas will help the City and the Chamber prepare for the public meeting.. Civitas will
outline the requirements of the meeting and work with the City Attorney to ensure
compliance with the 1994 Law.
Civitas will attend the public hearing and be prepared to make presentations and address
any issues that may arise.
Santa Ana TMD Formation Proposal - August 29, 2019 10
IV. Schedule and Fees
Schedule
We estimate that the project can be completed in six (6) months. As you know, there are
many unknown variables in a project of this nature. Although we would work diligently
to form the SATMD, factors outside Civitas and the City's control could delay or thwart
even the best -developed plans. We will work to minimize risks and complete the project
at the earliest possible date. Our expected progress for the project is below.
Fees
L
Civitas' fees for the scope of work in this proposal reflect our professional team's quality
and experience. Our professional fees for the scope of services and timeline described
herein shall be $36,000. Fees and expenses include four (4) trips to Santa Ana; two (2) to
meet with business owners and City officials and two (2) to attend City Council hearings,
If additional trips are necessary, we would be happy to make additional trips for a
professional fee of $750 per trip.
E;
Civitas will incur various costs and expenses in performing services described in this
proposal, The City will be responsible for all costs and expenses in addition to the
professional fees. Ordinary costs and expenses, including telephone charges, postage, and
photocopying will be billed at four percent (4%) of professional fees. Other costs, such as
travel, overnight shipping, bulk mailing, and bulk printing costs (over 100 pages) shall be
billed at Civitas' actual cost. Expenses are not expected to exceed $4,000.
Civitas proposes a fixed monthly fee of $6,000 per month for six (6) months, plus expenses.
A start-up fee of ten percent (10%) of project costs, $4,000, will be due and payable upon
execution of an agreement for services between Civitas and the City. The amount of the
start-up fee will be deducted from the final invoice, which will also be adjusted to account
for the total contract price. Civitas will send the City a monthly invoice for fees and costs
incurred. Invoices will include the fixed professional fee and expenses. The basis of
calculation or other method of determining expenses will be clearly identified byitem and
amount. If the project is completed within the scope and timeline described herein, fees
and expenses shall not exceed $40,000,
Santa Ana TMD Formation Proposal —August 29, 2019 11
We have projected a specific amount of time for SATMD formation. It is assumed that the
project will not exceed the budgeted amount of time. If unanticipated matters result in
additional time beyond that which has been projected, we would continue billing
professional fees of $5,000 per month for the project duration. Factors that could increase
the scope of work and estimated costs outlined above include additional meetings not
described in this proposal, analysis of additional issues above those described in this
proposal, or a lack of steering committee and business owner involvement in the project.
When Civitas' services conclude, all unpaid charges will immediately become due and
payable. The amount of professional fees set forth in this agreement are a fixed amount
for completion of the project within a maximum six (6) month timeframe. The total
amount of professional fees has been divided over the maximum six (6) month timeframe
to determine the monthly billing amount. If the project is completed prior'to the six (6)
month timeframe, the remaining balance of professional fees will be due and payable
within thirty (30) days of project completion.
The pricing and scope outlined in this agreement will expire on December 31, 2019.
The database for this project will rely on information from the City. Errors can and will
occur in this data. While Civitas will do its utmost to identify and correct any errors, it is
acknowledged that City data may contain errors. We recommend the City and the
Chamber continue to pursue data correction strategies during and after formation,
including mailings and error checking by City officials.
Thank you for the opportunity to submit this proposal. We loop forward to working with
you,
Santa Ana TMD Formation Proposal -August 29, 2019 12
V. Qualifications
Partial Ctient List — TMD Projects
Carlsbad Tourism Business Improvement District
Claremont Tourism Business Improvement District
Coronado Tourism Business Improvement District
Dana Point Tourism Business Improvement District
Del Mar Tourism Business Improvement District
Fairfield Tourism Business Improvement District
Folsom Tourism Business Improvement District
Fresno -Clovis Tourism Business Improvement District
Lodi Tourism Business Improvement District
Long Beach Tourism Business Improvement Area
Los Angeles Tourism Marketing District
Madera County Tourism Business Improvement District
Marin County Tourism Business Improvement District
Mariposa County Tourism Business Improvement District
Mendocino County Tourism Business Improvement District
Monterey County Tourism Business Improvement District
Napa Valley Tourism Improvement District
National City Tourism Marketing District
Newport Beach Tourism Business Improvement District
Oceanside Tourism Marketing District
Placer Valley Tourism Business Improvement District
Rancho Cordova Tourism Business Improvement District
Redding Hilltop Hotel Business Improvement District
Sacramento Tourism Marketing District
San Diego Tourism Marketing District
San Jose Hotel Business Improvement District
San Luis Obispo County Tourism Business Improvement District
Santa Barbara South Coast Tourism Business Improvement District
Santa Cruz County Tourism Business Improvement District
Santa Monica Tourism Marketing District
Santa Ynez Valley Tourism Business Improvement District
Sonoma City Tourism Improvement District
South Lake Tahoe Tourism Improvement District
Stockton Tourism Business Improvement District
Temecula Valley Tourism Business Improvement District
Tri-Valley Tourism Business Improvement District
Torrance Tourism Business Improvement District
Vallejo Tourism Business Improvement District
Ventura -Oxnard -Camarillo Tourism Business Improvement District
West Hollywood Tourism Business Improvement District
Santa Ana TMD Formation Proposal —August 29, 2I11913
Ms. Farley specializes in the development and execution of strategies
with a focus on B2B relationships. She has worked with destinations
in all aspects of the formation of business improvement districts, with
a strong focus on the development of stakeholder engagement
strategies. Ms. Farley earned a bachelor's degree from California State
University, Chico in Agriculture Business with a minor in Recreation
Administration and did post -graduate study of Communication with
an emphasis in Travel and Tourism and International
Communications at California State University, Fullerton. I.n 2014, Ms.
Farley was awarded CalTravel's 30 and Under Emerging Leader
Ms. Trechter is Civitas' Project Manager in the Greater Los Angeles
area. She specializes in managing multiple projects with critical
deadlines. She has an extensive background in the hospitality
industry in sales, marketing and event planning. She graduated from
Loyola Marymount University in Los Angeles, CA with a bachelor's
degree in Business Administration with an emphasis in Marketing,
and is a founding member of the LAX Coastal Area Chamber Young
Professional's Organization,
Ms. Pittman attended the University of California, Irvine where she
earned her Bachelor's degree in Political Science and a minor in Law
& Humanities. After graduating, Ms. Pittman aimed to enter a career
that encouraged growth in research and analysis. This led her to
complete the UC Davis Paralegal Studies Program, where she gained
valuable experience in legal research and writing with an emphasis
in contract law. Ms. Pittman specializes research and legal document
drafting.
Form
_ - -- -1-. -
-....... _...
Santa Ana TMD Formation Proposal -August 29, 2019 14
Mr. Lambeth specializes in creation and operation of improvement
districts. He is a special district attorney and was the primary author
of the Property and Business Improvement District Law of 1994. He
assisted with creation of the first property -based business
improvement district in California. He is an expert in all aspects of
improvement district formation, including outreach to property
owners, plan developments, and petition and ballot campaigns. He
formerly served as clerk to the Honorable Malcolm M. Lucas, Chief
Justice of the California Supreme Court.
Santa Ana TMD Formation Proposal — August 29, 2019 15
CERTIFICATE OF LIABILITY INSURANCE I CAT EIIfQO"YYYI
THIS CERTIFICATE 19 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
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BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
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The City of Same Ana is named Insured with respect to General Liability. Policies shall not Cancel or coverage be reduced
without a 30 day written notice to the City
Such Insurance as is afforded by this policy shall be primary. and any insurance carried by the City shall be
excess and noncontributory.
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20 Clvlc Center Plaza (M30)
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OF THE A80VE DESCRIBED POLICIES BE CANCELLED BEFORE
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S.AMANTHA M. LAMBERT Printed by DKV on Jamarl 07. 2020 a[ 10 24AM
AGENCY CUSTOMER ID: 90000440
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ADDITIONAL REMARKS SCHEDULE Pape of
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Auto Liability Waiver of Subrogation applies per terms and conditions
endorsement. of the attached
General Liability Additional Insured applies per terms and conditions of the attached
endorsement(s)
Primary Wording for General Liability applies per terms and conditions of the attached
endorsement.
General Liability Waiver of Subrogation applies per terms and conditions of the attached
endorsement.
Workers Compensation Waiver of Subrogation applies per terms and conditions of the
attached endorsement
101
& APPROVED
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16 2020
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