HomeMy WebLinkAbout070708 Agmt Tom Eidem for DT Mgmt and Consulting ServREQUEST FOR
AGENCY ACTION
AGENCY BOARD MEETING DATE:
JULY 71 2008
TITLE:
AGREEMENT WITH TOM EIDEM FOR
DOWNTOWN MANAGEMENT AND
CONSULTING SERVICES
44-EXEril ITIVE DIRECTOR
RECOMMENDED ACTION
AGENCY SECRETARY USE ONLY:
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APPROVED
Q As Recommended 76
❑ As Amended
❑ Ordinance on 15' Reading
❑ Ordinance on 2ntl Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the Executive Director and Agency Secretary to execute the
attached agreement with Tom Eidem in the amount of $135,000 for a one -
year term, subject to non - substantive changes approved by the Executive
Director and Agency General Counsel.
The Agency has contracted with Tom Eidem since 2006 to provide downtown
management services and consulting services for the formation and
establishment of the Property -Based Improvement District (PBID.) The
establishment of the Downtown PBID is underway and completion is
anticipated in December 2008. Tom Eidem has brought 30 years of
experience as a management and economic development professional. Mr.
Eidem's experience includes 11 years management in non - profit economic
development organizations, and 11 -plus years as a city manager. Recent
consulting projects have involved developing comprehensive economic
revitalization strategies, including preparing recruitment and marketing
programs, Board development and mentoring, BID /PBID formation,
organizational audits, incorporation, and restructuring.
By utilizing the services of Mr. Eidem as an Interim Downtown Manager,
the Agency has had the unique opportunity to address both staffing the
downtown office and developing and initiating a downtown economic
strategy, which is crucial to downtown's continued evolution. Mr. Eidem
offers the key resources to coordinate this ambitious undertaking.
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Agreement with
Management and
July 7, 2008
Page 2
Tom Eidem for Downtown
Consulting Services
As the Agency continues to evaluate, develop and implement its long -
range economic initiatives, it is recommended that this agreement
identifying Mr. Eidem as the Interim Downtown Manager, be approved in an
amount not to exceed $135,000.
FISCAL IMPACT
Funds are available in the Merged Economic Development Other Contractual
Services Account (account no.570- 932 - 6291).
APPROVED AS TO FUNDS AND ACCOUNTS:
Nancy T. wards �/�rancisco Gutierrez /�
Assistan Director DD Executive Director //�
Community Development Agency Finance & Management Services Agency
NTE /mlr
060208 AgreeTomEidem
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CONSULTANT AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of July, 2008 by and between
Thomas Eidem, a sole proprietor (hereinafter "Consultant "), and the Community
Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic
( "Agency ").
RECITALS
A. The Agency desires to retain a consultant having special skill and knowledge in the field
of providing services to downtown Santa Ana and providing the Agency with expertise
in the area of business improvement districts.
B. Consultant represents that Consultant is able and willing to provide such services to the
Agency.
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:
SCOPE OF SERVICES
Consultant shall provide all services as provided in his Proposal dated March 1, 2008,
attached hereto and incorporated herein as Exhibit A, while serving in the capacity of a
contract on -site interim downtown manager.
2. WORK PRODUCT
Consultant shall deliver to Agency any work product which results from the services
provided. Said work product shall be submitted in hard copy and produced in a form compatible
with Agency's computer system, as agreed between the Project Manager and Consultant.
In regard to all copyrightable material produced as a deliverable under this Agreement,
including but not limited to books, reports, plans, photographs, drawings, films, recordings,
videotapes, and computer programs, Consultant agrees, for itself and its affected officers,
employees, agents, contractors, and volunteer workers, that (a) other such material may not be
copyrighted without prior review from the Agency, and (b) the authors of all such material,
whether copyrighted or not, award to the Agency, and to its officers, agents and employees
acting within the scope of their official duties, as a condition of payment to the Consultant, a
royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes
to disclose, publish, translate, reproduce, and use such materials.
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3. COMPENSATION
a. Agency agrees to pay, and Consultant agrees to accept as total payment for its
services, the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement shall not exceed $135,000.00 during the term of this Agreement.
b. Payment by Agency shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to Agency accounting procedures. Payment need
not be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by Agency.
This Agreement shall commence on the date first written above and terminate on June 30,
2009, unless terminated earlier in accordance with Section 13, below. The term of this
Agreement may be extended upon a writing executed by the Executive Director of the Agency
and the Agency General Counsel.
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the Agency. This Agreement is not intended nor
shall it be construed to create an employer- employee relationship, a joint venture relationship, or
to allow the Agency 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 manner 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.
6. INSURANCE
a. Commercial General Liability Insurance. Due to the nature of the services being
provided commercial general liability insurance is not required under this Agreement.
b. Workers' Compensation. In accordance with the provisions of Section 3300 of the
Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self- insurance.
c. Automobile Insurance. Proof of valid automobile insurance with One Million Dollars
coverage shall be required.
7. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the Agency, its officers,
agents, employees, consultants, special counsel, and representatives from liability: (1) for
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personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
claims for personal injury, including health, and claims for property damage, which may arise
from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
harmless, and pay all costs for the defense of the Agency, including fees and costs for special
counsel to be selected by the Agency, regarding any action by a third party challenging the
validity of this Agreement, or asserting that personal injury, damages, just compensation,
restitution, judicial or equitable relief due to personal or property rights arises by reason of the
terms of, or effects arising from this Agreement. Agency may make all reasonable decisions
with respect to its representation in any legal proceeding.
8. CONFIDENTIALITY
If Consultant receives from the Agency 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 nonpublic 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 information 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 Agency.
9. 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.
10. 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 telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
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To Agency: Secretary of the Community Redevelopment Agency
City of Santa Ana
20 Civic Center Plaza (M -30)
P.O. Box 1988
Santa Ana, CA 92702 -1988
telefacsimile (714) 647 -6956
With courtesy copies to:
Community Redevelopment Agency
City of Santa Ana
20 Civic Center Plaza (M -25)
P.O. Box 1988
and
To Consultant:
Santa Ana, California 92702
telefacsimile (714) 647 -6736
Agency General Counsel
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647 -6515
Mr. Tom. Eidem
202 Avenida Serra
San Clemente, CA 92672
tomeidem a)earttlink.net
Phone: (949) 369 -5402
A party may change its address by giving notice in writing to the other party. Thereafter,
any 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 mail, duly registered or certified, with postage prepaid, and
addressed as set forth above If sent by telefacsimile, communication shall he 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.
11. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the Agency
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 Agency and by an authorized representative of Consultant. The parties
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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 Agency. Each party to this Agreement aelmowledges 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.
12. 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 Agency and any such assignment, transfer, delegation or subcontract
without the Agency's prior written consent shall be considered null and void. Nothing in this
Agreement shall be construed to limit the Agency's ability to have any of the services which are
the subject to this Agreement performed by Agency personnel or by other consultants retained by
Agency.
13. TERMINATION
This Agreement may be terminated by the Agency upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the Agency 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, the Executive Director may require Consultant to deliver
to the Agency all work product completed as of such date, and in such case such work product shall
be the property of the Agency unless prohibited by law, and Consultant consents to the Agency's
use thereof for such purposes as the Agency deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
14. 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, termination 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.
15. 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.
337
16. 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 Agency
immediately and in writing of her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages
to Agency 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
ATTEST:
PATRICIA E. HEALY
Secretary
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
Agency General Counsel
By: Lisa Storck
Assistant Counsel
COMMUNITY REDEVELOPMENT
AGENCY OF
THE CITY OF SANTA ANA
By:
Executive Director
CONSULTANT
THOMAS A. EIDEM
379
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TOM EIDEM
Economic Revitalization
01 March, 2008
❑ Nonprofit Management ❑ Downtown Directions
Ms. Nancy Edwards, Assistant Director of Community Development
Community Development Agency
City of Santa Ana
20 Civic Center Plaza
Santa Ana CA 92702
RE: DOWNTOWN SANTA ANA INTERIM MANAGER PROPOSAL - FY 2008- 09
Dear Ms. Edwards:
Attached is my proposal to continue assisting the City of Santa Ana by filling the
position of Interim Downtown Manager. The Scope of Services outlined below is by
necessity somewhat general, but I have based it on my previous experiences in the
Downtown Office and with various agencies where I have filled a similar "interim" role.
In light of the pressing issues, I propose the following:
I will serve as an on -site Interim Downtown Manager under a Contract for
Services, not as an employee.
A weekly commitment of approximately 24 to 30 hours, with weeks demanding
greater time commitments balanced against lesser hours another week. The
actual time commitment for any given project (meeting attendance, hearings,
special events, and the like) is always determined by the agency's specific need.
It is assumed that the City will maintain its operations location with F F & E, an
operating budget, and support staff.
The primary charge in these assignments is to keep the agency stable and functioning
as efficiently and effectively as possible in the absence of its regular staff Manager; this
includes acting in a focused manner with respect to time - sensitive actions such as our
existing BID adoption schedule and the PBID formation process recently underway.
The very nature of any "interim" position carries with it certain intrinsic limitations on the
effective execution of certain tasks but the following responsibilities will be assumed:
Exhibit A
202 Avenida Serra 11 San Clemente, Ca &m;a 11 949.369.5402 O tomeldem @earthlink.net
01 March, 2008
Nancy Edwards
Page 2
Downtown Office Operations
1. Downtown Business & Stakeholder Outreach and Community Relations
2. Under direction and supervision of your office, financial administration, including:
a. establish /adopt BID operating budget with specific allocations by task and
recipient group
b. manage operating budget; make recommendations to the appropriate agency
c. review /approve monthly expenditures
d. review monthly statements of revenue and expenditures, cash flow, statement
of financial condition, supplementary reports, etc.
3. Coordinate Program and Budget development and preparation for BID adoption
for the coming year
4. Serve as staff support to existing Boards and Committees, as needed /requested
5. Coordinate public information /media /press
6. Supervise record keeping — Agendas, Minutes, Resolutions; Supervise noticing
and legal — corporate documents, regulatory compliance
7. Office administration and supervision of Economic Development Aide
8. Maintain /review /enhance standard operating policies and procedures
9. Administer contracts with outside consultants, attorneys, CPA/bookkeeper, etc.
General Downtown Economic Enhancement
1. Represent the organization to the business community and interact with
economic and community partners; initiate creation of a Community Based
Organization (CBO)
2. Monitor /implement existing business recruitment and retention programs
3. Coordinate strategic planning process, as needed
4. Coordinate marketing and public relations programs
5. Supervise evaluation and benchmarking of existing economic programs
Property and Business Improvement District (PBID) Formation (Underway)
Review current "Citywide" base level City public services /programs; compare to
previous base levels; secure commitment for continuation of base level services, as
appropriate.
PBID Work Plan Development
a. Survey property owners regarding desired PBID activities, programs and
improvements
b. Based on survey results and base level analysis, identify other needed program
elements for inclusion in the PBID
c. Determine /coordinate additional public input as needed (i.e., workshops, focus
groups, etc.)
d. Develop 5 year PBID Work Program (The District Management Plan); project
cost estimates of desired programs, activities, services and improvements;
develop 5 year PBID Budget. 3-12
01 March, 2008
Nancy Edwards
Page 3
3. PBID Assessment Formula (Coordination /management under an Engineering &
Technical Contract)
a. Draft Engineering and Technical Service RFP for PBID
b. Evaluate and select Engineering and Technical Service Consultant
In coordination with Consultant
c. Develop PBID assessment formula options
d. Identify assessment differentials, step- downs, step -ups, exemptions, inclusions
e. Estimate PBID revenues from various options
f. Provide sample assessment calculations
g. Develop /select formula that produces most equitable assessment rates at the
revenue level desired
4. PBID Outreach /Education
a. Develop strategy plan
b. Produce necessary PBID formation materials /mailers /handouts
c. Conduct outreach program (solos, focus groups, workshops, mailers, phone, etc.)
d. Gather /evaluate feedback - modify PBID Plan as needed /warranted
5. PBID Petition Campaign
a. Recruit key volunteers and contacts for this effort
b. Strategize /make assignments for distribution & collection of support petition
c. Distribute and collect petitions, monitor results
d. With 50 %+ support, proceed to formal adoption
6. PBID Official Document Preparation and Adoption (Coordination /management under
an Engineering & Technical Contract)
In coordination with Consultant
a. Coordinate Base Level Services Agreement /MOU
b. Review /approve Final District Management Plan
c. Prepare Prop 218 Engineer's Report
d. Prepare support petition package
e. Prepare Prop 218 Ballots
f. Prepare with PBID formation legal documents (notice, resolutions)
g. Coordinate preparation of Assessment Map and Tax Roll for recordation
h. Coordinate adoption with City Clerk and Downtown Development Office
i. Assist with Prop 218 Ballot Election. Prepare ballots for mailing
j. Attend public hearing; facilitate presentation and approval, as needed
k. Coordinate structuring and approval of PBID fund management agreement
I. Coordinate recordation of Map and Notice
m. Coordinate w/ County and City for collection and distribution of Assessments
7. PBID Management Structure
a. Identify entity needed to represent /manage PBID
b. Develop bylaws, Articles of Incorporation, Operating Policies and Procedures
Administer /coordinate Election; establish financial accounts
Coordinate Board of Directors stet -up13
01 March, 2008
Nancy Edwards
Page 4
This proposal is intended to provide service for the entire year beginning in July of 2008
and ending in June of 2009. Based on the following hourly rates shown below, I
propose the cumulative total for the year shall not exceed an amount of $135,000.
Hourly Rates for Rrinoipal and Associates
Principal Interim Downtown Manager $ 80.00
Associate Business Improvement District Specialist $100.00
Associate Bilingual Support /Community Outreach $ 35.00
Misc6llaneous Terms and Conditions
- Tom Eidem is an independent free -lance consulting contractor who, as needed,
engages other professional associates under a contractual relationship, Tom Eidem
does not employ other workers.
- Billings will be submitted to the City of Santa Ana on the last business day of each
month. Payment shall be due within ten (10) days of recelpt. Billing statements will
delineate the time spent and services provided.
- As mentioned above, the City of Santa Ana provides the Interim Downtown Manager
with a downtown workspace and has an operating budget in place. In the event of the
consultant and /or associates incurring "out -of- pocket" expenses or other expenses
related to special demands /assignments required by the City, including travel, the City
will reimburse in accordance with its standard operating procedures.
Thank you for the opportunity to continue to serve the City of Santa Ana and its
Downtown. I look forward to assisting the City and the Downtown stakeholders in these
important matters. Please contact me if you need me to clarify or expand on my
proposal, or if you require any additional information.
Respectfully submitted,
Thomas A. Eidem
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