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1200 County -City Building, 227 West Jefferson, South Bend, Indiana 46601 -1830 Phone 574/235 -9371 Fax 574/235 -9021
To: Redevelopment Commission
From: Bill Schalliol, Economic Development Planner
Subject: Professional Services for Commercial Study - Buxton
Date: August 8, 2011
In June of 2010, the Redevelopment Commission entered into a contract with the Buxton
Corporation to perform a three component retail study project.
The first component updated the 2006 CommunitylD study and specifically restudied the
downtown study node (Michigan- Jefferson) and a new node at LaSalle Square. The
downtown node was studied at various drive time distances (2, 10, 15, 20 minute distances)
and the LaSalle Square area was studied at the standard 10 minute drive time distance.
The results of those studies were then applied to the Buxton Retail Match List program and
compatible retailers were determined based on the profile information. At the completion of
the study part of the project, all of the information was plugged into the Buxton Scout
program for use and application. A copy of the Retail Site Assessment is attached to this
report.
The second component of the project was to complete a grocery saturation study. The
purpose of the study was to identify all grocery locations within the county and then create a
thematic map that showed over and under saturation of grocery store access that exists
within the county. The second phase of that project was to determine, based on the map
and related information, what sites might be in need of further study for grocery store
access. At present, a downtown study is being completed as is a study in the northwest
part of the county focused on the Huttsfield Square development site. A copy of the
Grocery saturation map is included with this report.
The third component of the project was the integration of all past and current data into the
Buxton Scout program. The program is a web based data warehouse with a mapping
feature that allows the user to gather site distance information, create location maps and
warehouse retailer information that is relevant to the site matches of the study nodes. As
staff has continued to use the Scout tool, we have determined that we are in need of the
Scout power user upgrade to better use the program and get more "bang for the buck" from
the program.
The Scout power use upgrade allows for the user to complete a variety of new tasks that
presently require the City to have Buxton perform such as a new specific site study, retailer
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profiling against a proposed user, and many other search features. This new tool allows for
a broader access to all of the Buxton retail clients versus just those that are on the match
list and provided to the City within Scout. The program will also allow for the creation of
consumer propensity reports and retail leakage reports. These added features will allow
staff to be able to more responsive in other parts of the city with a vast amount of retail
information and will also allow for very site specific studies, like at Coveleski Park or the
Hall of Fame, to be prepared based on specific site information.
When the City entered into the existing contract with Buxton, the City received a
subscription to the Scout program for free as part of the CommunitylD refresh and entered
into a 1 year contract at $1,000 /month for the service which will end at the end of calendar
year 2011. The attached proposal from Buxton would allows the City to upgrade to the
Scout power use program now and start the subscription price of $1,250 /month beginning
January 1, 2012. Staff would also recommend adding the Retail Matching Model for an
additional $500 /month to give additional flexibility in matching and profiling potential retail
clients for various sites across the city.
The total contract amount with Buxton for the upgraded services would be $21,000 for the
upgraded service package of Scout and related services. Because the primary use for this
program would be for the downtown area, the funding for this request would come from the
SBCDA TIF budget. Staff would request approval of this proposal.
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City of South Bend, IN
Scope of Services
Buxton Services Overview
Scope of Services
Terms
Professional Services Agreement
Buxton Community Analytics Sole Source Statement
2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 213uxton
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Understanding of Need
At this time Buxton has been asked to develop and provide retail recruitment and retail business retention
analysis focused on the residents and workers in the City of South Bend. More importantly, Buxton will
provide the tools that translate the analysis and identification of the individual consumers that make up each
of these distinct consumer populations into insights that are to be used in an ongoing manner to drive
strategies for retail recruitment and business retention and expansion.
Buxton Services Overview
Since 1994 Buxton has been assisting business leaders make informed decisions based on Best of Class
Analytics. In 2002 these lessons learned from working with the most prestigious private sector firms in
America were adopted to meet the growing needs of municipal leaders to have access to this same level of
intelligence. Since, Buxton has worked with more than 500 municipalities in 42 states to assist them in
understanding the changing needs and demands of their residents. Buxton is primarily known for the
assistance provided to communities seeking to enhance their retail shopping environments, but has also
assisted communities in the areas of library optimization, parks & recreation planning, new mover impacts,
BRAC analysis, emergency services planning, and other key areas where access to household level data
provides significant insights to the changing populations of the municipality.
At its core Buxton holds the largest repository of household level information in the United States. Access to
this level of detail allows our clients (public and private) to make informed business decisions in areas that
affect their customers, residents, patients, or users. Buxton maintains more than 250 individual databases and
has built the methodologies and processes to mine the most comprehensive set of household level data
available. Buxton's municipal clients have utilized this powerful information to develop retail strategies that
have resulted in the recruitment of more than 35 million square feet of retail space, resulting in more than $5
billion in annual sales taking place in markets where it was not occurring prior to the engagement of Buxton.
2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 213uxton
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Scope of Services
Need
Buxton Solution
Increased access to market intelligence
SCOUT's base functionality will allow South Bend to generate on
that supports efforts for business retention
the fly reports at any geography on:
and recruitment within South Bend.
• Demographics,
• Psychographic profiles,
• Retail supply and demand estimates,
• Consumer propensities - a merchandising report which
reveals your consumers affinity for nearly 5,000 product
and service types
• Custom variable reporting — most comprehensive set of
geographic market variables commercially available,
allowing the South Bend to access and manipulate:
• Additional demographic indicators including five year
projections and historical census tabulations for 1980,
1990, and 2000)
• Business data (employees, land use, industrial divisions,
occupation, establishments)
• Current year and five year estimates on consumer
expenditure, details and summarization, for average
consumer expenditures and total expenditures by
product.
• Retail potential and consumer expenditure estimates by
store type, calculated overall and per household
• Current year estimates on crime by ten categories
• Demographic Dimensions summarizing populations by
sixteen socio- economic and ethnic clusters
• Environmental Risk Index summarizing frequency and
severity across five categories of natural disasters
• Financial estimates on assets, debt, debt type, and net
worth
• Geographic identifiers such as calculation of area in
square miles for each geography selected for analysis
• Current year and five year estimates for healthcare
demand across Diagnostic Related Group cases /charges,
Major Diagnostic Codes, and physician office visits by
type
• Foreclosure estimates
• Mosaic segmentation distributions by households and
population across adult population, workforce,
households, Mosaic Groups, by population, dominant
cluster analysis
o Current year and five year estimates on
occupation /employment estimates
2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 2Buxton
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Optional:
Buxton will build a Retail Matching Model for South Bend which
The ability to analyze any given point
will be deployed within SCOUT (Buxton's web - based, client
within the city to understand:
specific analytic portal). This model will analyze the locations of
• Retail trade area,
nearly 5,000 unique retail, restaurant and entertainment concepts.
• Residential and workforce
This Retail Matching Model will provide the South Bend with the
consumer populations within the
ability to benchmark the trade area of any given point within the
trade area,
city against these profiles to understand which concepts are the
• The specific retailers that match
best match. This matching is done at the concept level rather than
the profiles of the trade area's
the category level.
consumer populations
The model's output includes access to marketing and recruitment
Additionally, there is a need for the ability
packages (in electronic format) for the matching concepts of the
to generate marketing materials reflecting
analyzed trade area. These packages explain the opportunity that
the retail opportunities for the purposes of
exists and the methodology used to reveal that opportunity.
recruitment and development.
These packages are designed to take to real estate executives
within the retailer's organization, as well as to the development
community.
Optional:
Economic Impact - Buxton, through a partnership with EMSI, is
The ability to effectively understand the
pleased to introduce the addition of Economic Impact modeling to
impact of new businesses moving to the
its web -based SCOUT platform. Access to this Input - Output
area or to justify, promote and market
Economic Impact tool will enable simple, straightforward "what -
proposed developments through a solid
if" scenarios to be performed for any industry to get a sense of
estimation of the impacts of proposed
how that industry will impact the community
activities.
Input - output models are constructed on a platform of data
indicating interconnectedness of the industries, households and
government entities that occupy a given geographic space. Its
name stems from the fact that a portion of the output (i.e., sales) of
one industry will appear as the input (i.e., purchases) of other
industries. The input- output model is used to simulate in turn
each of the alternative uses and among its many indicators; the
impact of each use on the target occupations is
examined. Alternative uses of existing resources, the impact of
departing industries, the impacts of new industries, these are but a
few of the policy issues addressed by a regional input - output
model.
2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 2Buxton
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Terms
Timing
SCOUT - Within 5 business days of the execution of this agreement Buxton will establish SCOUT access for
one power user.
Optional: Retail Matching Model — Within 60 business days of the execution of this agreement Buxton will
build and deploy the Retail Matching Model within SCOUT.
Fees
The fees associated with this total scope of services are scheduled as follows:
• $1,250 per month for initial SCOUT power user (billing begins January 1, 2012
• (Optional) Retail Matching Model can be built into SCOUT for an additional $500 per month
• (Optional) Economic Modeling Specialist, Inc., EMSI, can be deployed in SCOUT for an additional
$5,000 annually
Optional Services (months 13 +)
• SCOUT only $1,250 per month
• SCOUT with Retail Matching Model - $1,750 per month
• EMSI in SCOUT $5,000 annually
• After December 31, 2012, South Bend can cancel SCOUT at any time with 30 days notice.
Please note that this scope of services and associated -fees will be honored through luly 31, 2011.
2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 213uxton
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Professional Services Agreement
This PROFESSIONAL SERVICES AGREEMENT (the "Agreement "), dated as of July 14, 2011 (the
"Effective Date "), is by and between the Buxton Company ( "Buxton "), a Texas corporation with its
principal offices at 2651 South Polaris Drive, Fort Worth, TX 76137, and South Bend ( "Client ").
RECITALS
A. Buxton is in the business of providing value added customer and site selection solutions, market
research, consulting and other related professional services.
B. Buxton has submitted to Client and Client has accepted the CommunityID Proposal, dated July 14,
2011.
C. Client desires to engage Buxton to perform the services described in the CommunityID Proposal.
In consideration of the foregoing and of the covenants and agreements contained herein,
the parties hereto, intending to be legally bound hereby, agree as follows:
Services Provided. In accordance with the terms and conditions set forth in this
Agreement and the CommunityID Proposal (and any amendments thereto), Client hereby engages
Buxton, and Buxton hereby accepts such engagement. Buxton agrees to perform its services in a
professional, timely and competent manner. If there is a conflict between the terms and conditions of
this Agreement and any CommunityID Proposal, the provisions of this Agreement will govern and
control.
2. Compensation. Client shall pay Buxton the fees and reimbursements as defined
in the CommunityID Proposal. If Buxton performs at Client's request, any services not specified in
the CommunityID Proposal, Client shall be charged at the rates specified by Buxton and agreed to by
Client at such time for such services performed. Unless specified otherwise in the CommunityID
Proposal, Buxton will submit an invoice to Client setting forth the services rendered upon completion
of Client requested services. All invoices are deemed overdue thirty (30) days after the invoice date.
Invoices not timely paid will incur a service charge of one percent (1 %) per month. on the
outstanding balance or the maximum legal rate allowed by law, whichever is less.
3. Term of Agreement.
Term. The initial Contract Period will start on the Effective Date of this
Agreement and thereafter continue for a period of one (1) year (the "Basic Term").
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This Agreement shall thereafter automatically renew for subsequent one (1) year terms, unless either
party provides the other party with written notice of termination at least three (3) months prior to
expiration of the Basic Term or any subsequent renewal terms. Sections 7, 8, 13 and 14 hereof shall
survive the expiration or termination of this Agreement.
b. Termination.
i. Either party may terminate this Agreement if the other party
breaches any of the material terms of this Agreement, and the breaching party fails to cure such
breach within 30 days after receipt of written notice thereof from the non - breaching party.
ii. Either party may cancel this Agreement immediately, without
liability, upon the happening of any of the following or any other similar event: (1) insolvency of the
other party; (2) filing of any petition by or against the other party under any bankruptcy,
reorganization or receivership law; (3) execution of an assignment for the benefit of creditors; or (4)
appointment of any trustee or receiver of the other party's business or assets or any part thereof;
unless such petition, assignment or appointment is withdrawn or nullified within 15 days of such
event.
iii. Client may, at its option, terminate this Agreement immediately
upon or any time after any breach by Buxton of Section 7 or Section 8d hereof.
iv. Upon termination or expiration of this Agreement, (1) Buxton shall
provide its services for up to an additional 90 days at the prevailing price agreements unless
otherwise negotiated; (2) Buxton shall return all of Client's property within 10 days of Client's
demand for return of the same; and (3) Client shall pay all Undisputed Amounts due to Buxton
within ten (10) days after the final Invoice has been received from Buxton.
4. Approval. Buxton's services will be subject to the approval of Client as specified
in the CommunityID Proposal.
5. Ownership.
a. Buxton will provide its services in accordance with the terms of this
Agreement, including the CommunityID Proposal, and Buxton will have sufficient rights in and to
the external data used for analysis to permit Buxton to fulfill its obligations under this Agreement.
All Client customer, store and prospect data and the deliverables and outputs developed for the
Client by Buxton are the sole and exclusive property of the Client. All formulae,
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processes, systems, machines, compositions of matter (or improvements thereof), computer programs,
know -how, discoveries, techniques, drawings, specifications, reports, software and other patentable
inventions used to provide the Services are the sole and exclusive property of Buxton.
6. Independent Contractor. Buxton is an independent contractor in the performance of its duties
under this Agreement. Accordingly, Buxton shall be responsible for payment of all taxes arising out of Buxton's activities
in accordance with this Agreement, including but not limited to federal and state income tax, Social Security tax,
Unemployment Insurance taxes, and any other taxes or business license fees as required. Nothing contained in this
Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties, nor does it
grant either party any authority to assume or create any obligation on behalf of or in the name of the other.
7. Representations and Warranties of Buxton. Buxton hereby represents and warrants to Client as follows:
a. No Conflict with Other Documents. Neither the execution, delivery, nor performance of
this Agreement will result in any violation, termination or modification of, or be in conflict with, Buxton's Articles of
Incorporation or by -laws, any terms of any contract or other instrument to which Buxton is a party or by which Buxton is
bound, or any license, permit, judgment, decree or order applicable to Buxton.
b. Authority. The execution, delivery and performance of this Agreement by
Buxton has been duly authorized by all requisite corporate approvals, and this Agreement is a valid
and legally binding obligation of Buxton, enforceable in accordance with its terms, except as may be
limited by bankruptcy, insolvency, moratorium or other law affecting the enforcement of creditors'
rights generally, and except as specific enforcement and other equitable remedies may be subject to
the discretion of a court.
C. Standard of Performance. Buxton will perform its services in a timely,
competent and professional manner consistent with the customs and practices of its industry. Buxton
shall not be in breach of this Agreement and shall have no liability to Client hereunder to the extent
that Buxton's failure to perform under this Agreement arises from, or is attributable to, information
provided to Buxton by Client that is delayed, incorrect or incomplete. Client acknowledges that third
party applications are involved in the services that Buxton is to provide pursuant to this Agreement.
Client acknowledges that Buxton cannot customize, design, modify or otherwise alter third party
applications.
d. Data Security /Confidentiality. With respect to any and all information
disclosed by Client to Buxton including, but not limited to, any of Client's customer data or
information (collectively, "Client Information "), Buxton shall: (i) assure and guarantee strict
confidentiality and security of all Client Information, (ii) not use or disclose any Client Information
for any purpose other than the purpose for which Buxton received such Client Information under this
Agreement or any CommunityID Proposal and (iii) disclose Client Information
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only to Buxton's employees whose duties reasonably require access to such Client Information and
who have signed a confidentiality agreement with respect to the same. Buxton shall not share any
Client Information with any third party without Client's prior written consent to be determined in
Client's sole and absolute discretion. Buxton shall not include any Client Information in any
modeling or other compilation of data for Buxton's internal purposes or for Buxton's use with any
other clients. Buxton also represents and warrants that it currently follows industry best practices as
a means to prevent any compromise of its information systems, computer networks, or data files
( "Systems ") by unauthorized users, viruses, or malicious computer programs which could in turn be
propagated via computer networks, email, magnetic media or other means to Client. Buxton agrees
to immediately give Client written notice if the security of its Systems are breached or compromised
in any way. Buxton shall apply appropriate internal information security practices including, but not
limited to, using appropriate firewall and anti -virus software, maintaining such countermeasures,
operating systems and other applications with up -to -date virus definitions and security patches;
installing and operating security mechanisms in the manner in which they were intended; and
permitting only authorized users access to computer systems, applications and related links. Buxton
specifically agrees to use up -to -date anti -virus tools to remove known viruses from any email
message or data transmitted to Client and prevent unauthorized access to any Client Information and
systems via Buxton's networks and access codes. This Section 8d shall govern and control over any
conflicting provisions in any CommunityID Proposal.
e. Compliance with Laws. In performing under this Agreement, Buxton shall,
and each service delivered under this Agreement shall, comply with applicable federal, state and
local laws, statutes, ordinances, rules, regulations and codes.
f. Intellectual Property. Buxton's products and services delivered or
performed hereunder do not infringe any United States or foreign patent, trademark, trade secret or
copyright, or any other proprietary, intellectual property, industrial property, contract or other right
held by any third party. Buxton shall defend at its own expense any suit or action brought against
Client based on a claim that Buxton's products or services infringe on any patent or copyright or
other intellectual property right, and shall pay all costs and damages awarded there -from. If use of
any of Buxton's products and /or services is enjoined, Buxton shall at its option and own expense
either produce for Client the right to continue to use such product and /or services, or replace it with a
substantially equivalent non - infringing product and /or service, or modify such product and /or
service so it becomes non - infringing.
g. Software Integrity. Buxton has tested any software that will be used by
Client with diligent care with the latest tools for viruses, worms, trap doors, back
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doors, timers, clocks, counters or other limiting routines, instructions or designs that would erase
data or programming, otherwise cause anything in which such software is embedded to become
inoperable or incapable of being used in the full manner for which it was designed and created or
cause any of Client's confidential information (including any of Client's customer data) to be
transmitted to a third party ( "Disabling Code'). Buxton also warrants that, as a result of these tests,
there is no Disabling Code in any such software or any media with such software.
h. Additional Warranties. The warranties set forth in this Agreement are in
addition to any other warranties made by Buxton including warranties of merchantability and fitness
for a particular purpose.
8. Representations and Warranties of Client. Client hereby represents and warrants
to Buxton as follows:
a. Authori1y. The execution, delivery and performance of this Agreement by
Client has been duly authorized by all requisite corporate approvals, and this Agreement is a valid
and legally binding obligation of Client, enforceable in accordance with its terms, except as may be
limited by bankruptcy, insolvency, moratorium or other law affecting the enforcement of creditors'
rights generally, and except as specific enforcement and other equitable remedies may be subject to
the discretion of a court.
9. Limitation of Liability. Except as to Buxton's obligations provided herein under
any data security provisions, confidentiality provisions, intellectual property infringement provisions
or indemnification provisions, Client hereby expressly agrees that Buxton's liability in connection
with the performance of services hereunder and under any CommunityID Proposal, as Client may
elect, shall be Buxton's re- performance of such services or Buxton's refunding of any fees Client has
paid for such services and certain other costs mutually agreed to by Buxton and Client resulting from
Buxton not performing its services in accordance with this Agreement and /or the applicable
CommunityID Proposal. EXCLUDING ANY THIRD -PARTY CLAIMS ARISING UNDER ANY
INDEMNIFICATION HEREUNDER, IN NO EVENT IS EITHER PARTY LIABLE TO THE OTHER
PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT
LIMITED TO DAMAGES TO BUSINESS REPUTATIONS, LOST BUSINESS OR LOST PROFITS)
WHETHER FORSEEABLE OR NOT AND HOWEVER CAUSED.
10. Counterparts. This Agreement may be separately executed in several counterparts,
all of which together shall constitute one Agreement, notwithstanding that all signatories have not
signed the same counterpart.
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11. Governing Law. The parties agree that this Agreement shall be deemed to be a
contract made under the laws of the State of Texas without regard to its choice of law rules. Any
dispute arising herein shall be brought forth in a court of competent jurisdiction in the State of Texas.
12. Limited Indemnification
a. Buxton agrees that it shall indemnify and hold harmless Client, its
subsidiaries, officers, directors, employees and agents and their respective successors and assigns
from and against any and all liabilities, claims, demands, damages, expenses (including reasonable
attorneys' fees and expenses), fines, penalties, suits, proceedings, actions and causes of action of any
kind and nature arising out of or related to the performance by Buxton of services under this
Agreement (collectively, 'Buxton Losses ").
b. Buxton agrees that it shall, upon the request of Client, assume the defense
of any judicial action that may arise in connection with Buxton Losses and shall utilize in such
defense counsel that is acceptable to Client, acting in its reasonable discretion.
C. Client agrees that it shall indemnify and hold harmless Buxton, its
subsidiaries, officers, directors, employees and agents and their respective successors and assigns
from and against any and all liabilities, claims, demands, damages, expenses (including reasonable
attorneys' fees and expenses), fines, penalties, suits, proceedings, actions and causes of action of any
kind and nature arising out of or related to the performance by Client of services under this
Agreement (collectively, "Client Losses ").
d. Client agrees that it shall, upon the request of Buxton, assume the defense
of any judicial action that may arise in connection with Client Losses and shall utilize in such defense
counsel that is acceptable to Buxton, acting in its reasonable discretion.
e. Buxton and Client agree that all provisions of this paragraph 13 shall
survive the termination of this Agreement.
13. Employment of Buxton /Client Employees.
a. For the term of this Agreement, each party agrees not to recruit and or
employ any employee of the other party.
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b. The provisions of this Section 14 shall survive the expiration or other
termination of this Agreement.
14. Notices. All notices, claims, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, by
facsimile transmission, or mailed (registered or certified mail, postage prepaid, return receipt
requested) as follows:
If to Client:
Name
Title
Company
Address
City, State, Zip
Telephone:
Fax:
Email:
If to Buxton:
Name:
David Glover
Title:
Chief Financial Officer
Address:
2651 South Polaris Drive
City, State, Zip:
Fort Worth, Texas 76137
Telephone:
817.332.3681
Fax:
817.332.3686
Email:
dglover @buxtonco.com
or to such other address as the person to whom notice is to be given may have previously furnished
to the other in writing in the manner set forth above, provided that notice of a change of address shall
be deemed given only upon receipt.
15. Entire Agreement. This Agreement (including Appendices and the Mutual Non -
Disclosure Agreement dated July 14, 2011) represents the entire agreement between the parties and
are made a part of this Agreement and incorporated by reference herein. This Agreement is not
subject to change or modification except by written agreement signed by both parties. This
Agreement supersedes all prior agreements or assertions, whether oral or written, and this
Agreement supersedes all other communications between the parties.
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16. Force Majeure. Neither Buxton nor Client shall be in default hereunder by reason
of its delay in the performance or failure to perform any of its obligations hereunder if such delay or
failure is caused by strikes, acts of God or the public enemy, riots, incendiaries, interference by civil
or military authorities, compliance with governmental laws, rules or regulations, delays in transit or
delivery, or any factor beyond its control or without its fault or negligence. Notwithstanding
anything to the contrary set forth in this Agreement, if either party's delay in performance or failure
to perform persists for at least 10 consecutive days, the non - delaying party shall have the right, in its
discretion, to terminate without liability its obligations under this Agreement upon written notice to
the affected party.
17. Assignment. Assignment by Buxton of any right, obligation, duty or of
any other interest hereunder, in whole or in part, shall require prior written consent of Client, which
consent shall be granted if such assignment is in connection with the sale of all or substantially all of
the assets of Buxton to a successor that agrees in writing to be bound by all of the terms and
provisions of this Agreement and if Client in its good faith discretion is satisfied that such successor
has the capability to perform Buxton's obligations under this Agreement. All rights, obligations,
duties and interests of any party under this Agreement shall inure to the benefit of and be binding on
all successors in interest and assigns of such party and shall survive any acquisition, merger,
reorganization or other business combination to which it is a party.
18. No Implied Waivers. Failure by either party at any time to require performance
by the other party of any provision hereof shall in no way affect the right to require full performance
any time hereafter, nor shall the waiver by either party of a breach of any provision of this Agreement
constitute a waiver of any succeeding breach of same or any other provision, nor constitute a waiver
of the provision itself.
19. Requisite Authority. The individuals executing this Agreement on behalf of
Buxton and Client, respectively, have all the requisite authority to execute it in the capacities listed
herein and have been duly authorized by Buxton and Client, respectively, to execute this Agreement.
20. Section Headings. The section headings contained in this Agreement are for
reference purposes only and shall not limit, modify or affect in any way the meaning or interpretation
of this Agreement.
21. Neither Party to be Considered Drafter of this Agreement. Neither Buxton nor
Client shall be considered to be the drafter of this Agreement or any of its
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provisions for the purpose of any statute, case law or rule of interpretation or construction that would
or might cause any provision to be construed against the drafter of this Agreement.
22. Severabil4. To the extent any provision contained herein is construed to be
illegal, invalid, or unenforceable, such provision shall be deemed stricken and deleted from this
Agreement to the same extent as if never incorporated herein, but all other provisions of this
Agreement and the remaining portion of any provision which is illegal, invalid or unenforceable, in
part, shall continue in full force and effect. Notwithstanding the prior sentence, if the deletion of any
provision under this section causes a material modification of this Agreement, Buxton and Client
agree to terminate this Agreement and negotiate a new agreement to govern their relationship.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth
below.
Buxton
(� W;4 ApA�
Signature
David Glover
Printed Name
CFO
Title
July 14, 2011
Date
City of South Bend, IN
Signature
Printed Name
Title
Date
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Buxton Community Analytics Sole Source Statement
Since its founding in 1994, Buxton has been a leading force in customer analytics. Buxton began as a service to help
retailers make informed location decisions by understanding their customers and precisely determining their markets.
Buxton leaders soon realized that the company's expertise in location and market analysis could also be leveraged to
benefit communities desiring retail expansion. Buxton's presence in the public sector was established in 2001 with a
simple but powerful mission to provide communities with information and marketing tools to expand their retail base.
Unique Proprietary Analytic Methodologies Develoyed Across Key Industries
Over time Buxton's unique and proprietary core analytic methodologies have evolved to answer increasingly complex
business and operational questions in the retail, restaurant, grocery, healthcare, business to business, and consumer
packaged goods industries. Buxton's public sector clients have benefited from this ongoing evolution and take advantage
of the same caliber of tools, allocation models, and analytics that have proven invaluable in the private sector as
foundations upon which multi - million dollar decisions are made.
Exclusive Access to Best in Class Data through Strategic Partnerships
The effectiveness of Buxton's unique and proprietary analytic methodologies is further extended by Buxton's ability to
build and maintain an expansive data warehouse of consumer and business data. In total Buxton blends information
from over 250 data sources into this data warehouse. The core of this data warehouse is comprised of a real time point -
level household file on over 112 million U.S. households with coverage on up to eight individuals within each household.
This household level data set is completely updated every eight weeks and is made exclusively available to Buxton for the
purposes of market planning and marketing services through Buxton's partnership with Experian, the worlds leading
provider of consumer level data.
Holistic Public Sector Solutions — Providing public sector leadership with insights for timely, sustainable and
effective decision making.
Community Aalytics offers unique capabilities to client communities in the following areas:
Economic Development — Buxton has in place proven tools for retail recruitment and local business
retention and expansion. Retail Recruitment: Buxton provides a targeted marketing system
specifically designed as a retail development program to complement and expand traditional
economic development efforts. To date Buxton has modeled the trade areas of over 5,000 national
and regional retail chains as part of the ongoing effort to help its client cities recruit, to date, over 3C
million square feet of retail, restaurant, and grocery space. Business Retention and Expansion:
Buxton simultaneously provides localized consumer analytics on service and brand affinity for over
4,500 retail and service line items. These consumer insights are implemented by the existing local
business community to improve their performance and thereby increase their contribution to the
local economy.
2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 213uxton
Bukton
®
IDentifying Customers-
City Services — Buxton builds models for city managers and department directors that guide
operating, marketing, and location decisions for more efficient and effective delivery of service to
their citizens. These models are also used to save money by consolidating resources and prioritizing
the expansion of services into areas of greatest need.
• Planning Insights — Buxton clients are able to employ real -time household level data for the purpose
of tracking and understanding the changing dynamics of their cities and the neighborhoods within.
These granular insights are serving as a revolutionary tool, allowing senior city management and
planners the ability to keep their initiatives relevant and in lock step with the emerging needs of the
public they serve.
• Visitors/Tourism/Convention — For cities with marketable Visitors/Tourism /Convention assets
Buxton's customer analytics capabilities prove to be a valuable force multiplier to drive more value
from those assets. Buxton offers the ability to profile your visitors, target market your core visitor
types at the household/business level, understand and know your core visitor geographic draw, align
your local businesses to the consumer preferences of your visitors.
• Healthcare Needs - Buxton provides forward thinking communities with yearly assessments of their
current and future healthcare needs. With these assessments communities are collaborating with
healthcare providers to ensure that the needs of their citizens will be met locally. This is keeping
cities poised for growth and proactively engaged in the retention of their aging boomer populations.
Based on the unique capabilities detailed above, there are no known competitors that can give a community the level of
services, depth of research and technical expertise provided by Buxton.
You are invited to learn more about Buxton's solutions and experience across all industries at our website,
www.buxtonco.com. There you will be able to access case studies and client testimonials that further highlight the
unique nature and value of Buxton's services.
2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 2Buxton
Retail Site
Assessment
August 2010
r1l CommunitylD
Table of Contents
Selecting South Bend's Retail Site ................................ ..............................1
Retail Site 1- 2 Minute Analysis ................................. ............................... 2
Retail Site 1 -10 Minute Analysis ............................... ...............................
4
Retail Site 1 -15 Minute Analysis ............................... ............................... 6
Retail Site 1- 20 Minute Analysis ............................... ............................... 8
Retail Site 1- Trade Area Comparison ...................... .............................10
Retail Site 2 Analysis ..................................................... .............................11
Appendix A: Leakage and Demand Analysis
Appendix B: Demographic Report
Appendix C: Segmentation Guide
Buxton CommunitylD Staff
Chip Rodgers, Senior Vice President, crodgers @buxtonco.com
Bill Shelton, Partner /CommunityID Division, bshelton @buxtonco.com
Janet Ehret, Client Services, jehret @buxtonco.com
Philip Davis, Manager /Senior GIS Analyst, pdavis @buxtonco.com
All Buxton personnel may be reached by phone at 817.332.3681
r'MCommunitylg
�� Commun'ity1D
Selecting South Bend's Retail Site
To begin the CommunityID process, the City of South Bend selected 2 sites to be
analyzed for possible retail development or revitalization. The locations of the two
sites are shown on the opposite page.
Buxton has examined the retail potential of the two sites based on the following
analyses:
• A primary, 10 minute drive -time trade area was delineated for Sites 1 and 2
• To better understand the downtown dynamic of Site 1, other, secondary trade
areas of 2, 15, and 20 minutes were delineated
• A profile of South Bend's customers within each of the trade areas was
developed
• The surplus and leakage for 11 major store types and 49 minor store types
were determined for the trade area s
The purpose of these analyses is to develop South Bend's Customer Profile. The
Customer Profile is a snapshot of the customers that reside in South Bend's trade
area. Even though these consumers are complex and diverse, Buxton is able to
capture and catalogue the extent to which potential demand for a retailer's goods
and services are being met within the trade area.
By overlaying South Bend's Customer Profile with over 4,500 retail matching
profiles in Buxton's proprietary database, we are able to identify major categories of
retail that are candidates for location in South Bend. This matching provides the
basis for determining South Bend's viability to attract retailers and restaurants and
forms the basis for Buxton's recommendations and conclusions.
With this analysis and Buxton's recommendations, South Bend can make a more
informed decision about investments in infrastructure and can focus resources on
areas of higher retail development potential.
1
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Site 1 Analysis: Jefferson Blvd & Michigan St
Drive -Time Trade Area
The map on the opposite page depicts the multiple trade areas for Site 1, determined
by Buxton's proprietary drive -time technology. The first drive time to be analyzed
consists of a two- minute drive time polygon.
2 Minute Psychographics
The psychographic profile of the households within a two - minute drive -time of Site
1 is presented below.
Trade Area Segmentation
-jdenon Blvd & Michigan St
21%
21%
10%
IS%
12%
9%
6%
3%
0%
AI A2 A3 A4 A5 Af A7 BI 62 13 64 85 B6 f1 Q C3 E4 E5 DI D2 D3 D4 E E2 E3 E4 E5 E6 f 12 F3 F4 F5 GI G2 63 G4 HI H2 H3 H4 II 12 13 R 15 j J2 J3 J4 15 K K2 K3 K4 K5 K6 L L2 L3
Dominant Segments
A segment that represents at least three percent of a trade area is a dominant
segment. By determining dominant segments and reviewing their segment
descriptions, lifestyle habits and preferences can be identified. Please refer to
Appendix C for additional segment description information.
Dominant Segments Description Households % of All Households
D04
SMALL -(ITV ENDEAVORS
149
6.23%
F01
STEADFAST CONSERVATIVES
115
4.81%
H02
MINORITY METRO COMMUNITIES
108
4.51%
J03
STRUGGLING CITY (ENTERS
252
10.53%
J04
COLLEGE TOWN COMMUNITIES
120
5.01%
J05
METRO BEGINNINGS
219
9.15%
K03
AFRICAN- AMERICAN NEIGHBORHOODS
129
5.39%
K04
URBAN DIVERSITY
160
6.69%
K05
NEW GENERATION ACTIVISTS
272
11.37%
K06
GETTING BY
573
23.94%
2
r-46
CommunitylU
Site 1 Analysis (2 minute trade area continued)
Leakage Analysis
The following table represents an overview by store type of the leakage or surplus
within the studied trade area. This is represented by an index with 1.0 being the
baseline. A leakage is reflected by an index less than 1.0 and a surplus is reflected by
an index greater than 1.0. Please see Appendix A for detailed demand and actual
The following table presents the trade potential variables for Site 1:
Trade Potential Variables
Estimated Household Count
2,393
Number of Households in Dominant
Segments
2,097
Traffic Count
23,760
Total Demand
$55,973,110
Total Supply
$211,757,871
Surplus
$155,784,761
3
rill CommunitylD
Site 1 Analysis: Jefferson Blvd & Michigan St
10 Minute Psychographics
The psychographic profile of the households within a ten - minute drive -time of Site 1
is presented below.
Trade Area Segmentation
- Jefferson Blvd & Michigan St
27%
24%
21%
18%
IS%
12'/
9'/
6'/
3%
0%
AI A2 A3 A4 AS A6 A7 BI 62 B3 B4 BS 96 CI C2 C3 C4 CS DI D2 D3 D4 El E2 E3 E4 ES E6 FI F2 F3 F4 FS GI G2 G3 G4 HI H2 H3 H4 II 12 13 14 15 JI J2 J3 J4 JS KI K2 K3 K4 KS K6 ll L2 L3
Dominant Segments
A segment that represents at least three percent of a trade area is a dominant
segment. By determining dominant segments and reviewing their segment
descriptions, lifestyle habits and preferences can be identified. Please refer to
Appendix C for additional segment description information.
Dominant Segments Description Households % of NI Households
B03
URBAN COMMUTER FAMILIES
2,756
5.27%
D04
SMALL -CITY ENDEAVORS
4,130
7.90%
E02
URBAN BLUES YOUNG
2,103
4.02%
F01
STEADFAST CONSERVATIVES
12,600
24.10%
F03
SOUTHERN BLUES
1,897
3.63%
H02
MINORITY METRO COMMUNITIES
2,532
4.84%
J03
STRUGGLING CITY CENTERS
4,079
7.80%
K05
NEW GENERATION ACTIVISTS
2,123
4.06%
11
rill CommunitylD
Site 1 Analysis (10 minute trade area continued)
Leakage Analysis
The following table represents an overview by store type of the leakage or surplus
within the studied trade area. This is represented by an index with 1.0 being the
baseline. A leakage is reflected by an index less than 1.0 and a surplus is reflected by
an index greater than 1.0. Please see Appendix A for detailed demand and actual
The following table presents the trade potential variables for Site 1:
Trade Potential Variables
Estimated Household Count
52,279
Number of Households in Dominant
Segments
32,220
Traffic Count
23,760
Total Demand
$1,626,983,529
Total Supply
$1,753,305,473
Surplus
$126,321,944
5
rIN Commun'itylD
Site 1 Analysis: Jefferson Blvd & Michigan St
15 Minute Psychographics
The psychographic profile of the households within a fifteen - minute drive -time of
Site 1 is presented below.
Trade Area Segmentation
=j,*rson BW & Michigan St
21%
21'/.
IB%
IS%
12%
9%
6%
3% PT4V lives I I *TF III 'pip rIPLIF polo 0
0% Lr*IP
AI A2 A3 M AS A6 A2 BI B2 B3 B4 AS B6 (I (2 (3 C4 CS DI D2 D3 D4 EI E2 E3 E4 ES f6 FI F2 F3 F4 FS GI G2 G3 G4 HI H2 H3 N4 II 12 13 14 IS JI J2 13 J4 15 KI K2 K3 14 KS 16 LI 12 L3
Dominant Segments
A segment that represents at least three percent of a trade area is a dominant
segment. By determining dominant segments and reviewing their segment
descriptions, lifestyle habits and preferences can be identified. Please refer to
Appendix C for additional segment description information.
Dominant Segments Description Households % of All Households
A06
SMALI: TOWN SUCCESS
3,242
4.23%
B03
URBAN COM'UTER FAMES
5,484
1.15%
D04
SMALL --Uf Y ENDEAVORS
4,465
5.821/o
F01
STEADFAST (ONSERVATIVES
16,149
21.01%
H01
YOUNG COSMOFWTANS
3,961
5.11%
H02
MNOO CRO O t"NMES
4696
3.52%
J03
STRUGGLING CTIY CENTERS
4,085
5.33%
0
�� CommunitylD
Site 1 Analysis (15 minute trade area continued)
Leakage Analysis
The following table represents an overview by store type of the leakage or surplus
within the studied trade area. This is represented by an index with 1.0 being the
baseline. A leakage is reflected by an index less than 1.0 and a surplus is reflected by
an index greater than 1.0. Please see Appendix A for detailed demand and actual
The following table presents the trade potential variables for Site 1:
Trade Potential Variables
Estimated Household Count
76,653
Number of Households in Dominant
Segments
40,082
Traffic Count
23,760
Total Demand
$2,490,361,124
Total Supply
$3,208,239,648
Surplus
$717,878,524
7
�� Community19
Site 1 Analysis: Jefferson Blvd & Michigan St
20 Minute Psychographics
The psychographic profile of the households within a twenty- minute drive -time of
Site 1 is presented below.
Trade Area Segmentation
=Jefferson Blvd & Michigan 5t
22%
24% - -
21
18%
15%
12%
9%
6%
IF Pq FIFO
3%
0%
Al A2 A3 M A5 A6 Al BI 62 B3 B4 BS B6 (1 (2 (3 (4 (S DI D2 D3 D4 EI E2 E3 E4 ES E6 FI F2 F3 F4 FS GI G2 G3 G4 HI H2 H3 H4 II 12 13 14 IS 11 12 13 14 15 KI K2 K3 B4 BS K6 11 l2 l3
Dominant Segments
A segment that represents at least three percent of a trade area is a dominant
segment. By determining dominant segments and reviewing their segment
descriptions, lifestyle habits and preferences can be identified. Please refer to
Appendix C for additional segment description information.
Dominant Segments Description Households % of NI Households
A02
DREAM WEAVERS
3,514
3.661/o
A06
SMALL -TOWN SUCCESS
6,098
6.361/o
B03
URBAN ROUTER FAMES
1,963
8.30B/o
D04
SMALL -0 ENDEAVORS
4,949
5.16%
F01
STEADFAST CONSERVATIVES
19,213
20.03%
H01
YOUNG COSMOPMANS
3,913
4.14%
J03
STRUGGUNG QTY CENTERS
4,119
4.29B/o
CommunitylU
Site 1 Analysis (20 minute trade area continued)
Leakage Analysis
The following table represents an overview by store type of the leakage or surplus
within the studied trade area. This is represented by an index with 1.0 being the
baseline. A leakage is reflected by an index less than 1.0 and a surplus is reflected by
an index greater than 1.0. Please see Appendix A for detailed demand and actual
The following table presents the trade potential variables for Site 1:
Trade Potential Variables
I
95,914
Estimated Household Count
Number of Households in Dominant
Segments
49,829
Traffic Count
23,760
Total Demand
$3,172,767,850
Total Supply
$3,803,236,610
Surplus
$630,468,760
7
�� CommunitylD
Site 1 Trade Area Comparison
10
2,393
Site
52,279
1
76,653
95,914
Trade Potential Variables
Estimated Household Count
Number of Households in Dominant
Segments
2,097
32,220
40,082
99,829
Traffic Count
23,760
23,760
23,760
23,760
Total Demand
$55,973,110
$1,626,983,529
$2,490,361,124
$3,172,767,850
Total Supply
$211,757,871
$1,753,305,473
$3,208,239,648
$3,803,236,610
Surplus
5155,784,761
5126,327 944
S717,87S,524
5630,468,760
10
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CommunitylD
Site 2 Analysis: Lincoln Way & Bendix Dr
Drive -Time Trade Area
The map on the opposite page depicts the primary trade area for Site 2. The primary
trade area consists of a ten - minute polygon, determined by Buxton's proprietary
drive -time technology.
Psychographics
The psychographic profile of the households within a ten - minute drive -time of Site 2
is presented below.
Trade Area Segmentation
- Lincoln Way & Bendi, DF
27
24
21%
18%
15%
12%
9%
6%
3%
0% -P -P F.P14 IFIFWI
Al A2 A3 M AS Ad Al BI 62 63 N B5 B6 (1 (2 0 C4 CS DI D2 D3 D4 E E2 E3 E4 ES E6 F F2 F3 F4 FS G1 62 63 64 HI H2 H3 H4 II 12 13 I4 IS j J2 J3 J4 JS KI K2 K3 K4 ES B6 t L2 L3
Dominant Segments
A segment that represents at least three percent of a trade area is a dominant
segment. By determining dominant segments and reviewing their segment
descriptions, lifestyle habits and preferences can be identified. Please refer to
Appendix C for additional segment description information.
Dominant Segments Description Households % of All Households
B03
URBAN COMMUTER FAMILIES
961
4.03%
D04
SMALL -CITY ENDEAVORS
1,145
4.80%
E02
URBAN BLUES YOUNG
1,418
6.20%
F01
STEADFAST CONSERVATIVES
4,169
20.00%
H02
MINORITY METRO COMMUNITIES
2,181
9.15%
J03
STRUGGLING CITY CENTERS
3,825
16.04%
K03
AFRICAN - AMERICAN NEIGHBORHOODS
191
3.34%
K05
NEW GENERATION ACTIVISTS
1,106
4.64%
KO6
GETTING BY
1,141
4.81%
11
�� CommunitylD
Site 2 Analysis (10 minute trade area continued)
Leakage Analysis
The following table represents an overview by store type of the leakage or surplus
within the studied trade area. This is represented by an index with 1.0 being the
baseline. A leakage is reflected by an index less than 1.0 and a surplus is reflected by
an index greater than 1.0. Please see Appendix A for detailed demand and actual
The following table presents the trade potential variables for Site 2:
Trade Potential Variables
Estimated Household Count
1 2
Number of Households in Dominant
Segments
17,409
Traffic Count
22,000
Total Demand
$823,308,277
Total Supply
$818,854,706
Leakage
($4,453,571)
12