19-0820_PLACEWORKS_Amd No. 3 to the Professional Services Agreement AMENDMENT NO. 3
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN JUAN CAPISTRANO
AND
PLACEWORKS
1. Parties and Date.
This Amendment No. 3 to the Professional Services Agreement is made and entered into as
of this day of August, 2019, by and between the City of San Juan Capistrano, a municipal
organza ion organized under the laws of the State of California with its principal place of business
at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("City") and Placeworks, a
California Corporation with its principal place of business at 3 MacArther Place, Suite 1100, Santa
Ana, CA 92707 ("Consultant"). City and Consultant are sometimes individually referred to as
"Party" and collectively as "Parties."
2. Recitals.
2.1 Consultant. The City and' Consultant have entered into an agreement entitled
Professional Services Agreement dated November 7, 2017 ("Agreement") for the purpose of
retaining the services of Consultant to provide preparation of an Initial Study (IS) and subsequent
environmental document, as required by the initial study, for the River Street, San Juan Capistrano
project.
2.2 Amendment No. 1. On April 3, 2018, the City and Consultant entered into
Amendment No. 1 to the Agreement (Amendment No. 1) to revise the scope of services and increase
the not-to-exceed compensation amount.
2.3 Amendment No. 2. On January 15, 2019, the City and Consultant entered into
Amendment No. 2 to the Agreement (Amendment No. 2) to revise the scope of services and increase
the not-to-exceed compensation amount.
2.4 Amendment Purpose. The City and Consultant now desire to amend the Agreement
to revise the scope of services and increase the not-to-exceed compensation amount.
2.5 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 3 of
the Agreement.
Page 1 of 3
3. Terms.
3.1 Amendment. Sections 1 and 3 of the Agreement are hereby amended in their entirety
to read as follows:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit "A."
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit"B."
b. In no event shall the total amount paid for services rendered by Consultant
under this Agreement exceed the sum of $256,581. This amount is to
cover all printing and related costs, and the City will not pay any
additional fees for printing expenses. Periodic payments shall be made
within 30 days of receipt of an invoice which includes a detailed
description of the work performed. Payments to Consultant for work
performed will be made on a monthly billing basis.
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No.3, all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever
the term"Agreement" appears in the Agreement, it shall mean the Agreement as amended by this
Amendment No. 3.
3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 3.
3.4 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
[Signatures on Next Page]
Page 2 of 3
SIGNATURE PAGE FOR AMENDMENT NO. 3 TO PROFESSIONAL SERVICES
AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND PLACEWORKS
CITY OF SAN JUAN CAPISTRANO PLACE WORKS
Approved By:
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City Manager M Got— Uifiy-G1E_
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Attest : • Title
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M ria,Mo ris,i ity Clerk Date
Approved As To Form:
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Page 3 of 3
EXHIBIT A
• @'9 PLACEWORKS
SERVICE AUTHORIZATION
AMENDMENT NO. 3
PROJECT NO. SJC-11 DATE July 3,2019
PROJECT NAME River Street Marketplace
AGREEMENT BETWEEN:
CLIENT City of San Juan Capistrano CONSULTANT PlaceWorks
STREET ADDRESS 32400 Paseo Adelanto STREET ADDRESS 3 MacArthur Place,Suite 1100
CITY STATE AND ZIP San Juan Capistrano,CA 92675 CITY STATE AND ZIP Santa Ana,CA 92707
CONTACT David Contreras CONTACT Nicole Morse
Hereinafter referred to as"Client." Hereinafter referred to as"Consultant."
This Amendment No.3 to an existing agreement for services is made and entered into effective as of the date of signature("Effective
Date"),by and between PlaceWorks(Consultant),a California Corporation,and City of San Juan Capistrano(Client).
RECITAL
The Consultant desires to amend,modify and revise that certain Agreement("Existing Agreement")with the Client,entered into on
November 7,2017,as amended on March 22,2018 and December 18,2018, to provide Services,as defined therein,and to now amend
the Existing Agreement.Except as specifically amended by this document,all other terms and conditions of the Existing Agreement will
remain in full force and effect,without modification.
Now,therefore,in consideration of the above facts and of the covenants and agreement contained herein,the parties hereto agree that:
A Contract Amendment in the amount of$43,900 is authorized in accordance with the scope of work provided in Attachments A and B.
Previous
Contract Amount of this
Tasks Amount Amendment New Contract Amount •
TASK 3. MEETINGS AND PUBLIC HEARINGS 13,700 3,290 16,990
TASK 4.7.FISCAL AND ECONOMIC MEMO 0 3,850 3,850
TASK 11A. MEMORANDUM 0 22,850 22,850
TASK 1113.CONFERENCE CALLS 0 3,160 '3,160
TASK 11C.CITY COUNCIL HEARING 0 4,760 4,760
TASK 11D. URBANA 0 3,388 3,388
REIMBURSABLE EXPENSE 8,875 2,602 11,477
TOTAL CONTRACT AMOUNTS $212,681 $43,900 $256,581
3 MacArthur Place,Suite 1100 Santa Ana, California 92707 714.966.9220 PlaceWorks.com
PLACEWORKS
CONSULTANT:
CONSULTANT PlaceWorks
STREET ADDRESS 3 MacArthur Place,Suite 1100
CITY STATE AND ZIP Santa Ana,CA 92707
AUTHORIZED
REPRESENTATIVE Nicole Morse,Esq. TITLE Principal
PlaceWork's Authorized Representative Date
CLIENT:
CLIENT City of San Juan Capistrano
STREET ADDRESS 32400 Paseo Adelanto
CITY STATE AND ZIP San Juan Capistrano,CA 92675
AUTHORIZED
REPRESENTATIVE David Contreras TITLE Principal Planner
Client's Authorized Representative Date
Service Authorization I Page 2
EXHIBIT B
Attachment A: Scope of Work
Task Scope of Work Cost
Attendance and preparation at additional meetings,conference calls,
3:Meetings and Public Hearings and hearings. Review/revise resos and findings in preparation for City 3,290
Council.This work has been performed and completed. I
4.7:Economic Impact Report(Andrew Chang& ^� i 3,850
Co, LLC)' ( See Attachment B.This work has been performed and completed.
Responses to Late Comment Letters and Public Testimony at the
11A:Memorandum—Responses to Comments Cultural Heritage Commission, Planning Commission,and July 2,2019 22,850
City Council Hearing
11B:Conference Calls(4) ( Up to four conference calls with the project Principal-in-Charge and i 3,160
three other experts
11C:City Council Hearing August 6,2019 Preparation and Attendance at City Council ! 4,760
1 1 D: Responses to comments,conference calls, I 3,388
and City Council hearing attendance(Urbana)' j Subconsultant Urbana participating in Tasks 11A-11C.
Additional copies and distribution of FEIR ( 500
Copies of Response to Comments Memo 11,200
Reimbursable Expense CDFW Filing Fee(fee increase) 171
Orange County Clerk-Recorder Filing fee 50
Office Expense(2%of PW Labor) 681
Contract Amendment No.3 i $43,900
Contract Amendment No.2 j $28,449
Contract Amendment No. 1 j $15,993
Original Contract Total j $168,239
w Contract.Total ;Optional Task ) $256;581s = •'j
1. Includes a 10 percent mark-up.
Attachment B: Andrew Chang & Co, LLC
Scope of Work
OPLACEWORKS
Proposal to Assess the Fiscal
and Economic Impact of the
River Street Marketplace
Project on the City of San Juan
Capistrano
April 8, 2019 -
4% ANDREW CHANG & CO, LLC
Proposal to Assess the Fiscal and Economic Impact of the River
Street Marketplace Project on the City of San Juan Capistrano
(Table of Contents)
Item Page
Cover Letter 1
A. Qualifications and Expertise 2
B. Scope and Key Questions 4
C. Cost 4
D. Contact Information 4
Appendix A— Project Staff Resumes 5
&% ANDREW CHANG & CO, LLC
April 8, 2019
Ms. Nicole Morse
Placeworks
3 MacArthur Place, Suite 1100
Santa Ana, California 92707
Phone: 714.966.9220
Email: nmorse@placeworks.com
Dear Ms. Morse:
Andrew Chang & Co, LLC is pleased to submit our proposal to provide an assessment of the
fiscal and economic impact of developing the River Street Marketplace Project on the City of
San Juan Capistrano, CA. We understand that this project is currently under consideration by
the City and that you will need to have the study completed on or before December 31, 2018.
We believe that we are uniquely qualified to perform the fiscal and economic impact
assessment. What we bring to the project includes:
• Extensive experience determining the fiscal and economic impact of new developments in
California;
■ Expertise in using advanced analytic techniques to solve policy problems;
■ Substantial experience performing fiscal and economic impact analysis for state and local
agencies and private sector companies; and
■ Hands-on experience working on sensitive experience under tight deadlines.
If you have any questions about our proposal, please feel free to contact me on my mobile at
415-572-5291 or by email at andrew.changAAChangLLC.com. We look forward to hearing from
you.
Sincerely,
/117
Andrew Chang
Managing Director
Andrew Chang & Co, LLC_.
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A. Qualifications and Expertise
Andrew Chang & Co, LLC has deep expertise in applying cutting-edge analyses to help frame
and solve issues pertaining to public policy and business. We provide strategy and operations
consulting to a number of Fortune 1000 firms to improve their top and bottom lines. Moreover,
our consultants have significant experience providing policy, economic, fiscal and operations
consulting for a number of public sector agencies, non-profit organizations and coalitions to help
frame and shape policy.development. As demonstrated in Figure 1, our professional staff has a
wide range of issues, including state and local government issues pertaining to economic and
public finance analysis.
Figure 1
Andrew Chang & Co, LLC
Experience Matrix
Health& Military&
Human Services Aerospace Education
Business& General Energy&
Infrastructure Government Natural Resources
Public Policy&
Business Strategy • • •
Development
Economic&
Financial • •
Analysis
Management&
Operations • • • • 0
Consulting
Information
Technology • • • 0 0
Consulting
•Primary Experience 0 Secondary Experience
Our experience includes the following (Partial list of publicly released studies):
■ An Analysis of the Inland Empire Dairy Industry: Report commissioned to evaluate the
future of the dairy industry in California's Inland Empire (November 2013).
http://www.cityofchino.orp/home/showdocument?id=9206
• Stratford Ranch Industrial Development - Fiscal & Economic Impact: Fiscal and
economic assessment commissioned to inform the discussion regarding the development of
an industrial facility in the City of Perris (October 2012).
http://www.cityofperris.orp/departments/development/I ntegraDistCenter/E I R-Find ings-
SOC.pdf
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•
▪ An Agriculture Industry Analysis of the Inland Empire: Report commissioned to assess
the long-term prospects of the agriculture industry in California's Inland Empire (March
2012). https://mvgordie.files.wordpress.com/2013/02/appendix-c-agricultural-analysis.pdf
▪ Fiscal & Economic Impact of Proposed Redevelopment on the City of Cypress: Fiscal
and economic assessment commissioned by the City of Cypress to inform the decision
making process regarding the development of 33.5 acres of the Los Alamitos Race Track as
posted by Citizens for Responsible Development (February 2012).
https://fb_docs.com/T1 S8#1
Staffing:
The project team organization is exhibited in Figure 3. Detailed resumes are included in
Appendix A.
Figure 3
Project Staffing Model
Andrew Chang
Managing Director
Jenny Kot
Sr.Associate
Andrew Chang, Managing Director
Andrew has twenty years of experience working with both high-level executives and operations
staff on sensitive issues in both the private and public sectors. Andrew's experience includes
the development and implementation of major public policy initiatives for campaigns,think-tanks
and government agencies, and the development and implementation of major strategy and
operations initiatives for Fortune 500 companies. Andrew has served in multiple executive
positions in government, including Chief Deputy Director of the California Department of
General Services, Assistant Secretary for the California State and Consumer Services Agency,
and Economist for the Office of the Governor of California. Andrew began his consulting career
with the global consulting firm of A.T. Kearney where he worked with technology and
communications firms to develop market entry strategies and restructure corporate finances.
Andrew received his A.B. from the University of California at Berkeley, his Masters in Public
Policy from Georgetown University in Washington, DC and is a graduate of the University of
Michigan's Executive MBA Center.
Jenny Kot, Associate
During her time at the firm, Jenny has specialized in the development and implementation of
statewide public health programs and energy efficiency programs. Jenny has deep expertise
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working collaboratively with diverse stakeholder groups on program design and has worked with
several major state government agencies to improve their core administrative functions.
Jenny has developed and managed sophisticated procurements, developed budget tools to
monitor and track over 40 interrelated contractors, and developed policies and procedures to
support program staff in contract management and contracting operations. Other areas of
experience include marketing campaign management, social media management, and financial
and strategic analyses. Jenny comes to the firm with experience in renewable energy market
research where she designed market entry strategies and conducted industry research on
policy changes and client needs. Jenny graduated Magna Cum Laude from the University of
Nevada, Reno with a B.S. in Finance and Economics, with experience in conducting various
types of multiple regression and trend analysis. Jenny is fluent in Mandarin and Cantonese.
B. Scope and Key Research Questions
Our analysis will utilize generally accepted principles of policy analysis and administration,
business administration, economics, public finance, mathematics and statistics. For the
purposes of this engagement, we will employ regional input-output analysis to determine the
economic impact of the initiative.The product will be a 3 -5 page memo providing a high level
assessment of the project. Key questions that the memo will address include the following:
• What is the estimated direct economic stimulus that the project will create? Of this, what
is the direct stimulus created by the construction of the project?What is the direct
stimulus created by the ongoing operations of the facility?
• What are the total direct jobs that will be created by the project?
• What is the total expected economic output that will be created by the project?
■ What is the total impact on household earnings to residents in the City.
C. Cost
We will provide the services and develop the products described in this agreement for
$3,500.00 firm and fixed. Additional expenses associated with in-person briefings and/or
meetings requested by the client will be rebilled to the client at an hourly rate plus costs.
D. Contact Information
The principal contact for this engagement is as follows:
Andrew Chang
Managing Director
Andrew Chang & Co, LLC
1107 9th Street, Suite 501
Sacramento, CA 95814
Office: 916-538-6091
Cell: 415-572-5291
Email: Andrew.Chang@_AChangLLC.com
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APPENDIX A
ANDREW J. CHANG
Managing Director
PROFILE: Seventeen years of experience working with both high-level executives and operations staff on sensitive
issues under tight deadlines in both the private and public sectors. Eight years strategy and operations
consulting experience with emphasis on customer analysis and market entry strategies. Twelve years
public policy development and implementation experience in California State government. Extensive
experience working with a broad array of stakeholders to design, implement and monitor organizational
initiatives.
PROFESSIONAL EXPERIENCE:
10/11 —present Andrew Chang &Co, LLC Sacramento, CA
Managing Director
• Provide market entry and strategy consulting to Fortune 1000 companies with an emphasis on private
sector interaction with government. Private sector specialization in assessing and identifying new
market opportunities and developing strategies to enter new markets. Public sector emphasis on
public policy, economic and public finance analysis and operations management consulting.
07/09— 10/11 Chang &Adams Consulting Sacramento, CA
Managing Director
• Provide market entry and strategy consulting to Fortune 1000 companies with an emphasis on private
sector interaction with government. Private sector specialization in assessing and identifying new
market opportunities and developing strategies to enter new markets. Public sector emphasis on
public policy, economic and public finance analysis and operations management consulting.
04/07—07/09 Forward Observer, Inc. Sacramento, CA
Vice President
• Provide business intelligence and strategy consulting to Fortune 1000 companies to support market
entry initiatives. Provide business-political risk and due diligence assessment for investment
companies. Conduct fiscal, economic and public policy assessments.
08/04—04/07 California Department of General Services Sacramento, CA
Chief Deputy Director
• Chief Financial and Operations Officer of a state department with $1 billion annual operating budget,
thirteen business units and 4,000 employees. Oversaw the state's procurement and real estate
operations. Also responsible for the state's telecommunications, automobile fleet, printing,
warehousing, insurance and school construction operations.
• Special assignment to the Governor's Office to serve as chief staff economist for the Governor's
Council of Economic Advisors. Facilitated Council meetings, prepared written briefings for the
Governor on policy issues for consideration and assisted Council members with original research to
present at the Council meetings.
• Special assignment to the California Department of Corrections and Rehabilitation to assess the
agencies procurement operations and develop recommendations to improve procedures and
operations.
06/00—08/04 A.T. Kearney, Inc. San Francisco, CA
Senior/Engagement Manager(06/02—08/04)
• Lead teams to develop strategies for new lines of business for a Fortune 1000 technology company, a
national consumer products consortium and an international consumer products retail company.
• Lead teams to develop strategies to both acquire and sell technology services, R&D and
manufacturing business units.
• Analytic and modeling methods subject matter expert. Finance and Accounting business processes
subject matter expert.
Associate Management Consultant(06/00—06/02)
• Conduct research and develop recommendations for various clients in the high technology and
consumer products industries.
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08/03— 10/03 Californians for Schwarzenegger(Temporary leave from A.T. Kearney, Inc.) Santa Monica, CA
Chief Economist/Deputy Policy Director
• Principal economic, tax, energy and budget staff advisor for Arnold Schwarzenegger's gubernatorial
campaign.
12/98—02/00 MGT of America, Inc. Sacramento, CA
Senior Management Consultant
• Implemented studies to improve finances and operations for Cleveland Unified School District, Florida
State University and the California Resources Agency.
10/95— 12/98 California State and Consumer Services Agency Sacramento, CA
Assistant Secretary for Policy and Operations
• Executive of a government agency with an annual operating budget of$1.3 billion, twelve departments
and over 14,000 employees.
• Under supervision of the Secretary, guided agency and department policies, budgets and strategic
plans.
• Oversee the regulations development process of all subordinate departments to ensure that they met
the policy and Administrative Procedures Act requirements.
05/95—10/95 Personal Staff of Governor Pete Wilson Sacramento, CA
Chief Economist/Deputy Issues Director
• Managed the development of national tax, trade, environment, agriculture and crime policies for
Governor Pete Wilson's presidential campaign.
09/93—05/95 California Office of the Governor Sacramento, CA
Deputy Chief Economist
• Lead research teams to assess the economic and fiscal impact of tax, economic development, health
care and immigration policies.
EDUCATION: University of Michigan Ann Arbor, MI
Master of Business Administration Essentials(1 of 30 A.T. Kearney consultants selected globally to
participate in a tailored executive MBA program.)
Georgetown University Washington, DC
Master of Public Policy
University of California Berkeley, CA
Bachelor of Arts
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•
JENNY YING KOT
Sr. Associate
PROFILE: Bachelor of Science in Economics and Finance with minor in Statistics. Two years of experience in
macroeconomic data research and analysis. Two years of experience with developing organizational
structure and procedures for university organizations. Two years of experience in strategic analysis,
investment evaluation and basic financial analysis on public corporations. One year of experience in
market research, outreach strategies, and analysis in the renewable energy sector.
PROFESSIONAL EXPERIENCE:
05/16—present Andrew Chang &Company, LLC Sacramento, CA
Associate/Business Analyst
■ Conduct background research regarding development of major logistics center in Southern California.
Under the supervision of the lead consultant, developed financial model to determine fiscal impact of
the development on the City.
■ Perform in-depth analysis on California's environmental and socioeconomic factors to assist in the
Program and policy design of a Low Income Weatherization Program executed by the Department of
Community Services and Development. Perform pricing analysis on industrial supply vendors to match
program needs with available products to maximize efficiency for the procurement process.
• Design and develop a Master Calendar using Microsoft Project to manage more than 35 contracts.
Integrate all key administrative, contract tasks, milestones, and deadlines to establish a multifaceted 6-
year workplan to implement California Department of Public Health (CDPH)'s California Reducing
Disparities Project Phase II (CRDP).
• Provide assistance in finalizing solicitations, convening kickoff meetings, and aligning CDPH with
contractors' expectations to ensure CRDP Phase II is implemented in a culturally and linguistically
competent manner.
05/15—05/16 ElectraTherm, INC. Reno, NV
Market Research Intern
• Designed market entry strategies for an industrial renewable energy product into related industries
such as oil and gas, waste water treatment, geothermal, biomass, and utilities.
• Conducted extensive industry research to seek compatibilities between products and company
functionality. Organized prospective client information for outreach purposes.
• Analyzed policy changes in sectors relatable to renewable energy to determine tax incentives and
implementation benefits for targeted client groups.
• Designed marketing campaigns using MailChimp and Adobe Photoshop to engage potential leads.
Communicate with prospects to further discuss performance potentials and encourage initial project
estimate.
• Simplified complex technical information on marketing collaterals. Customized pitch based on targeted
audience to ensure effective communication and outreach.
• Identified website traffic key factors such as geographic areas and page bounce rates using Google
Analytics to analyze website efficiency. Designed creative components for the website responding to
Google Analytics data.
11/13—07/15 Sushi Moto Reno, NV ,
Server/Cashier
• Prioritized server, cashier and busser tasks during peak hours to uphold quality dining experiences.
03/13—05/13 University of Nevada Reno, NV
Teaching Assistant
• Support professor in administration of course.
07/11 —07/12 Levi Straus &Co Reno, NV
Sales Associate
• Provided customers with assistance finding and purchasing products to meet their individual needs.
COURSE WORK:
Seminar in Economic Research Reno, NV
University of Nevada, Reno
• Gathered cross-sectional, time-series, and panel data from sources such as the Bureau of Economic
Analysis to extract information for analytical purposes.
• Analyzed and graphed North Carolina's real per capita GDP and personal income data using the CPI
Index to identify patterns and trends in variables.
• Manipulated and cleaned raw data using Microsoft Excel and Stata Statistical Software to prepare for
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•
statistical analysis and obtain specific information about original sets of data.
• Performed multiple regression analysis on macroeconomic data sets to estimate relationships among
variables. Created statistical models based on results to find variable impacts. Develop
recommendations for changes to enable improvements.
• Examined current policy on Marijuana use and cross-analyzed policy information with marijuana
demand data to evaluate the effect of policy changes on demand and prices.
• Performed simple trend analysis and trend forecast using the Autoregressive Integrated Moving
Average(ARIMA) Model on North Carolina's real per capita income data to predict future movements.
• Built reports based on findings to describe data and explain trends for an academic audience.
Strategic Management Reno, NV
University of Nevada, Reno
■ Developed a strategic audit on Costco to analyze company performance and create an implementation
plan to expand Costco's digital presence.
• Conducted extensive research on company's financial reports to evaluate financial trends of Costco
and major competitors. Made recommendations on expansion strategies based on a ratio analysis.
• Performed competitor and competition analysis on rival companies including Sam Club and BJ Whole
Sales Club using basic strategy analysis, SWOT Analysis, Porter's Five Forces, and Strategic Group
Map to assess competitive position. •
• Co-managed virtual digital camera company via Glo-Bus Game by forming and executing long-term
strategies to make decisions pertaining to production, sales, marketing, and financials. Enhanced
performance by building competitive advantage considering rival company's competitiveness.
• Applied BCG Growth-Share Matrix and GE 9 Cell Grid to further determine company's individual
Strategic Business Units (SBU) strength to make recommendations on resource allocation.
EDUCATION: University of Nevada, Reno Reno, NV
Bachelor of Science, Magna Cum Laude
•
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