HomeMy WebLinkAboutKeyser Marston Associates, Inc. - Create For-Sale Homeownership Opportunities - 2025 AGREEMENT
BY AND BETWEEN
COMMUNITY DEVELOPMENT COMMISSION-HOUSING AUTHORITY OF THE
CITY OF NATIONAL CITY
AND
KEYSER MARSTON ASSOCIATES,INC. (KMA)
THIS AGREEMENT is entered into by and between the COMMUNITY
DEVELOPMENT COMMISSION-HOUSING AUTHORITY OF THE CITY OF NATIONAL
CITY, a municipal corporation ("CDC-HA"), and KEYSER MARSTON ASSOCIATES, INC.
(KMA), a California corporation("CONSULTANT").
RECITALS
WHEREAS,the CDC-HA desires to employ a CONSULTANT to draft, solicit, and
evaluate an RFP/Q for City-owned properties to create for-sale homeownership opportunities.
b w ,L,,NVIEREAS,the CDC-HA has determined that the CONSULTANT is a muli-disciplined
real estate and economic consulting firm and is qualified by experience and ability to perform the
services desired by the CDC-HA, and the CONSULTANT is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CDC-HA agrees to engage the
CONSULTANT to draft, solicit, and evaluate an RFP/Q for City-owned properties to create for-
sale homeownership opportunities, and the CONSULTANT agrees to perform the services set
forth here in accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services shall be performed directly by the
CONSULTANT or under the direct supervision of the CONSULTANT.
2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement shall
not become effective and binding until fully executed by both the CDC-HA and CONSULTANT.
The duration of this Agreement is from the effective date through June 30,2026. This Agreement
may be extended by mutual agreement upon the same terms and conditions for an additional one
(1)year term. The Parties may exercise up to three(3)one-year extensions.Any extension of this
Agreement must be approved in writing by the Executive Director of the CDC-HA.
3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth
in the attached Exhibit"A". The CONSULTANT shall be responsible for all research and reviews
related to the work and shall not rely on personnel of the CDC-HA for such services, except as
authorized in advance by the CDC-HA.
The CONSULTANT shall only receive compensation for actual work performed, on a
time-and-materials basis, consisitent with the detailed scope of work, and within the limits of the
"not-to-exceed"cost estimate.
The CDC-HA may unilaterally, or upon request from the CONSULTANT, from
time to time reduce or increase the Scope of Services to be performed by the CONSULTANT
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under this Agreement. Upon doing so, the CDC-HA and the CONSULTANT agree to meet in
good faith and confer for the purpose of negotiating a corresponding reduction or increase in the
compensation associated with said change in services.
4. PROJECT COORDINATION AND SUPERVISION. Community
Development Manager hereby is designated as the Project Coordinator for the CDC-HA and will
monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single
Project Director to provide supervision and have overall responsibility for the progress and
execution of this Agreement for the CONSULTANT. Linnie A. Gavino thereby is designated as
the Project Director for the CONSULTANT.
5. COMPENSATION AND PAYMENT. The compensation for the
CONSULTANT shall be based on monthly billings covering actual work performed.Billings shall
include labor classifications, respective rates, hours worked and, also materials, if any. The total
cost for all work described in Exhibit "A" shall not exceed $89,000. The compensation for the
CONSULTANT's work shall not exceed the rates set forth in Exhibit"A."Monthly invoices will
be processed for payment and remitted within thirty (30) days from receipt of invoice, provided
that work is acco nplshd consistent with Exhibit"A",as determined by the CDC-HA.
The CONSULTANT shall maintain all books, documents, papers, employee time
sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such
materials available at its office at all reasonable times during the term of this Agreement and for
five (5) years from the date of final payment under this Agreement, for inspection by the CITY,
and for furnishing of copies to the CDC-HA, if requested.
.
6. ACCEPTABILITY OF WORK. The CDC-HA shall decide any and all questions
which may arise as to the quality or acceptability of the services performed and the manner of
performance,the acceptable completion of this Agreement, and the amount of compensation due.
In the event the CONSULTANT and the CDC-HA cannot agree to the quality or acceptability of
the work,the manner of performance, and/or the compensation payable to the CONSULTANT in
this Agreement,the CDC-HA or the CONSULTANT shall give to the other written notice. Within
ten (10) business days, the CONSULTANT and the CDC-HA shall each prepare a report which
supports their position and file the same with the other party. The CDC-HA shall,with reasonable
diligence, determine the quality or acceptability of the work, the manner of performance, and/or
the compensation payable to the CONSULTANT.
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications, and other documents, with the exception of
CONSULTANT'S proprietary computer models,prepared by the CONSULTANT for this project,
whether paper or electronic, shall: (1) be free from defects; (2) become the property of the CDC-
HA for use with respect to this project; and (3) shall be turned over to the CDC-HA upon
completion of the project, or any phase thereof,as contemplated by this Agreement.
Contemporaneously with the transfer of documents, the CONSULTANT hereby
assigns to the CDC-HA, and CONSULTANT thereby expressly waives and disclaims any
copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or
other work prepared under this Agreement, except upon the CDC-HA's prior authorization
regarding reproduction, which authorization shall not be unreasonably withheld. The
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CONSULTANT shall, upon request of the CDC-HA, execute any further document(s) necessary
to further effectuate this waiver and disclaimer.
The CONSULTANT agrees that the CDC-HA may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT's
written work product for the CDC-HA's purposes, and the CONSULTANT expressly waives and
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works.
Any modification or reuse by the CDC-HA of documents, drawings, or
specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability
under Section 15, but only with respect to the effect of the modification or reuse by the CDC-HA,
or for any liability to the CDC-HA should the documents be used by the CDC-HA for some project
other than what was expressly agreed upon within the Scope of Services of this project, unless
otherwise mutually agreed.
8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of
this Agreement will be acting in an independent capacity and not as agents, employees, partners,
or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT's
employees are employees of the CDC-HA, and are not entitled to any of-the rights,•benefits, or
privileges of the CDC-HA's employees, including but not limited to retirement, medical,
unemployment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONSULTANT and
the CONSULTANT's employees,and it is recognized by the parties that a substantial inducement
to the CDC-HA for entering into this Agreement was, and is, the professional reputation and
competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest
herein,may be assigned by the CONSULTANT without the prior written consent of the CDC-HA.
Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as
many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the
proper and efficient performance of this Agreement. All agreements by CONSULTANT with its
SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable
terms of this Agreement.
9. CONTROL. Neither the CDC-HA, nor its officers, agents, or employees shall
have any control over the conduct of the CONSULTANT or any of the CONSULTANT's
employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT's
agents, servants, or employees are not in any manner agents, servants, or employees of the CDC-
HA. The CONSULTANT and its agents, servants, and employees are wholly independent from
the CDC-HA and CONSULTANT's obligations to the CDC-HA are solely prescribed by this
Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the
performance of the services to be provided herein,shall ccmply with all applicable state and federal
statutes and regulations, and all applicable ordinances, rules, and regulations of the CDC-HA,
whether now in force or subsequently enacted. The CONSULTANT and each of its
SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license
prior to and during performance of any work pursuant to this Agreement.
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11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants
that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally
required to practice its profession. CONSULTANT must promptly produce a copy of any such
license, permit, or approval to CDC-HA upon request. The CONSULTANT represents and
covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times
during the term of this Agreement, any license, permit, or approval which is legally required for
the CONSULTANT to practice its profession.
12. STANDARD OF CARE.
A. The CONSULTANT, in performing any services under this Agreement,
shall perform in a manner consistent with that level of care and skill ordinarily exercised by
members of the CONSULTANT's trade or profession currently practicing under similar conditions
and in similar locations.The CONSULTANT shall take all special precautions necessary to protect
the CONSULTANT's employees and members of the public from risk of harm arising out of the
nature of the work and/or the conditions of the work site.
B. Unless disclosed in writing prior to the date of this Agreement, the
CONSULTANT warrants to the CDC-HA that it is not now, nor has it for the five (5) years
preceding, been debarred by a governmental agency or involved in debarment, arbitration, or
litigation proceedings concerning the CONSULTANT's professional performance or the
furnishing of materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique products,
treatments, processes, or materials whose availability is critical to the success of the project the
CONSULTANT has been retained to perform, within the time requirements of the CDC-HA, or,
when no time is specified, then within a commercially reasonable time. Accordingly, unless the
CONSULTANT has notified the CDC-HA otherwise, the CONSULTANT warrants that all
products, materials, processes, or treatments identified in the project documents prepared for the
CDC-HA are reasonably commercially available. Any failure by the CONSULTANT to use due
diligence under this sub-section will render the CONSULTANT liable to the CDC-HA for any
increased costs that result from the CDC-HA's later inability to obtain the specified items or any
reasonable substitute within a price range that allows for project completion in the time frame
specified or,when not specified,then within a commercially reasonable time.
13. DRUG FREE WORKPLACE. The CONSULTANT agrees to comply with the
CDC-HA's Drug-Free Workplace requirements. Every person awarded a contract by the CDC-
HA for the provision of services shall certify to the CDC-HA that it will provide a drug-free
workplace.Any subcontract entered into by the CONSULTANT pursuant to this Agreement shall
contain this provision.
14. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not
discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. The CONSULTANT will take positive action to insure that applicants are
employed without regard to their age,race,color,ancestry,religion,sex,sexual orientation,marital
status,national origin,physical handicap,or medical condition. Such action shall include, but not
be limited to, the following: employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and
selection for training,including apprenticeship.The CONSULTANT agrees to post in conspicuous
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places available to employees and applicants for employment any notices provided by the CDC-
HA setting forth the provisions of this non-discrimination clause.
15. CONFIDENTIAL INFORMATION. The CDC-HA may from time to time
communicate to the CONSULTANT certain confidential information to enable the
CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CDC-HA. The CONSULTANT shall limit the use and circulation of
such information,even within its own organization,to the extent necessary to perform the services
to be provided herein.The foregoing obligation of this Section 15,however, shall not apply to any
part of the information that(i)has been disclosed in publicly available sources of information; (ii)
is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of
information; (iii) is already in the possession of the CONSULTANT without any obligation of
confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a
third party, but only to the extent that the use or disclosure thereof has been or is rightfully
authorized by that third party.
The CONSULTANT shall not disclose any reports,recommendations,conclusions,
or other results of the services or the existence of the subject matter of this Agreement without the
prior written consent of the CDC-HA. In its performance hereunder, the CONSULTANT shall
comply with all legal obligations it may now or hereafter have respecting the information or other
property of any other person, firm, or corporation.
CONSULTANT shall be liable to CDC-HA for any damages caused by breach of
this condition, pursuant to the provisions of Section 16.
16. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent
provided by law, the CONSULTANT agrees to defend, indemnify, and hold harmless the CDC-
HA, its officers,officials,agents,employees,and volunteers against and from any and all liability,
loss, damages to property, injuries to, or death of any person or persons, and all claims, demands,
suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature,
including workers' compensation claims, of or by anyone whomsoever, resulting from or arising
out of the CONSULTANT's negligence or willful misconduct in the performance or other
obligations under this Agreement;provided, however,that this indemnification and hold harmless
shall not include any claims or liability arising from the established sole negligence or willful
misconduct of the CDC-I-IA, its agents, officers, employees, or volunteers. CDC-HA will
cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent
counsel, reasonably acceptable to the City Attorney.
The indemnity, defense, and hold harmless obligations contained herein shall
survive the termination of this Agreement for any alleged or actual omission, act, or negligence
under this Agreement that occurred during the term of this Agreement.
17. EMPLOYEE PAYMENTS AND INDEMNIFICATION.
17.1 PERS Eligibility Indemnification. If CONSULTANT's employee(s) providing
services under this Agreement claims, or is determined by a court of competent jurisdiction or the
California Public Employees Retirement System("PERS")to be eligible for enrollment in PERS
of the CITY, CONSULTANT shall indemnify, defend, and hold harmless CDC-HA for the
payment of any employer and employee contributions for PERS benefits on behalf of the
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employee as well as for payment of any penalties and interest on such contributions which would
otherwise be the responsibility of the CDC-HA.
CONSULTANT'S employees providing service under this Agreement shall not:
(1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under
PERS; (3) enroll in PERS as an employee of CDC-HA; (4) receive any employer contributions
paid by CDC-HA for PERS benefits; or (5) be entitled to any other PERS-related benefit that
would accrue to a CDC-HA employee. CONSULTANT's employees hereby waive any claims to
benefits or compensation described in this Section 17.This Section 17 applies to CONSULTANT
notwithstanding any other agency, state, or federal policy, rule, regulation, law, or ordinance to
the contrary.
17.2 Limitation of CDC-HA Liability.The payment made to CONSULTANT under this
Agreement shall'be the full and complete compensation to which CONSULTANT and
CONSULTANT's officers,employees, agents,and subcontractors are entitled for performance of
any work under this Agreement. Neither CONSULTANT nor CONSULTANT's officers,
employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health,
leave,or other fringe benefits applicable to CDC-HA employees.The CDC-HA will not make any
federal or state tax withholdings on behalf of CONSULTANT.The CDC-HA shall not be required
to pay any workers' compensation insurance on behalf of CONSULTANT.
17.3 Indemnification for Employee Payments. CONSULTANT agrees to defend and
indemnify the CDC-HA for any obligation,claim, suit,or demand for tax,retirement contribution
including any contribution to PERS, social security, salary or wages, overtime payment, or
workers' compensation payment which the CDC-HA may be required to make on behalf of(1)
CONSULTANT, (2)any employee of CONSULTANT, or(3) any employee of CONSULTANT
construed to be an employee of the CDC-HA, for work performed under this Agreement. This is
a continuing obligation that survives the termination of this Agreement.
18. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of
the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California,
the applicable provisions of Division 4 and 5 of the California Labor Code, and all amendments
thereto; and all similar state or federal acts or laws applicable; and shall indemnify, and hold
harmless the CDC-HA and its officers, employees, and volunteers from and against all claims,
demands, payments, suits, actions, proceedings, and judgments of every nature and description,
including reasonable attorney's fees and defense costs presented,brought,or recovered against the
CDC-HA or its officers, employees, or volunteers, for or on account of any liability under any of
said acts which may be incurred by reason of any work to be performed by the CONSULTANT
under this Agreement.
19. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase
and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and
maintain throughout the term of this Agreement,the following insurance policies:
A. ® If checked, Professional Liability Insurance (errors and
omissions)with minimum limits of$1,000,000 per occurrence.
B. Automobile Insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of $1,000,000
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combined single limit per accident. Such automobile insurance shall include owned, non-owned,
and hired vehicles. The policy shall name the CDC-HA and its officers, agents, employees, and
volunteers as additional insureds,and a separate additional insured endorsement shall be provided.
C. Commercial General Liability Insurance, with minimum limits of either
$2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and
$2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property
damage arising out of its operations,work, or performance under this Agreement. The policy shall
name the CDC-HA and its officers, agents, employees, and volunteers as additional insureds, and
a separate additional insured endorsement shall be provided. The general aggregate limit must
apply solely to this "project" or "location". The "project" or "location" should be noted with
specificity on an endorsement that shall be incorporated into the policy.
D. Workers' Compensation Insurance in an amount sufficient to meet
statutory requirements covering all of CONSULTANT's employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed
with a waiver of subrogation in favor of the CDC-HA. Said endorsement shall be provided prior
to commencement of work under this Agreement.
If CONSULTANT has no employees subject to the California Workers'
Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said
Declaration shall be provided to CONSULTANT by CDC-HA.
E. The aforesaid policies shall constitute primary insurance as to the CDC-HA,
its officers, officials, employees, and volunteers, so that any other policies held by the CDC-HA
shall not contribute to any loss under said insurance. Said policies shall provide for thirty(30)days
prior written notice to the CDC-HA's Risk Manager, at the address listed in subsection G below,
of cancellation or material change.
F. If required insurance coverage is provided on a "claims made" rather than
"occurrence"form,the CONSULTANT shall maintain such insurance coverage for three(3)years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
G. The Certificate Holder for all policies of insurance required by this Section
shall be:
Community Development Commission-
Housing Authority of the City of National City
c/o Risk Manager
1243 National City Boulevard
National City, CA 91950-4397
H. Insurance shall be written with only insurers authorized to conduct business
in California that hold a current policy holder's alphabetic and financial size category rating of not
less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial
stability that is approved by the CDC-HA's Risk Manager. In the event coverage is provided by
non-admitted"surplus lines" carriers, they must be included on the most recent List of Approved
Surplus Line Insurers ("LASLI")and otherwise meet rating requirements.
I. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by the
CDC-HA's Risk Manager. If the CONSULTANT does not keep all insurance policies required by
this Section 19 in full force and effect at all times during the term of this Agreement,the CDC-HA
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may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate
the Agreement as provided herein.
J. All deductibles and self-insured retentions in excess of ten-thousand dollars
($10,000) must be disclosed to and approved by the CDC-HA. CDC-HA reserves the right to
modify the insurance requirements of this Section 19, including limits, based on the nature of the
risk,prior experience, insurer, coverage,or other special circumstances.
K. If the CONSULTANT maintains broader coverage or higher limits(or both)
than the minimum limits shown above, the CDC-HA shall be entitled to the broader coverage or
higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to the CDC-
HA.
20. LEGAL FEES. If any party brings a suit or action against the other party arising
from any breach of any of the covenants or agreements or any inaccuracies in any of the
representations and warranties on the part of the other party arising out of this Agreement,then in
that event,the prevailing party in such action or dispute,whether by final judgment or out-of-court
settlement, shall be entitled to have and recover of and from the other party all costs and expenses
of suit,including attorneys' fees.
For purposes of determining who is to be considered the prevailing party, it is stipulated
that attorney's fees incurred in the prosecution or defense of the action or suit shall not be
considered in determining the amount of the judgment or award. Attorney's fees to the prevailing
party if other than the CDC-HA shall, in addition, be limited to the amount of attorney's fees
incurred by the CDC-HA in its prosecution or defense of the action, irrespective of the actual
amount of attorney's fees incurred by the prevailing party.
21. TERMINATION.
A. This Agreement may be terminated with or without cause by the CDC-HA.
Termination without cause shall be effective only upon sixty (60) day's written notice to the
CONSULTANT.During said sixty(60)day period the CONSULTANT shall perform all services
in accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CDC-HA for
cause in the event of a material breach of this Agreement, misrepresentation by the
CONSULTANT in connection with the formation of this Agreement or the performance of
services, or the failure to perform services as directed by the CDC-HA.
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONSULTANT as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT,
whether paper or electronic, shall immediately become the property of and be delivered to the
CDC-HA,and the CONSULTANT shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the effective date
of the Notice of Termination,not to exceed the amounts payable hereunder, and less any damages
caused the CDC-HA by the CONSULTANT's breach,if any.Thereafter,ownership of said written
material shall vest in the CDC-HA all rights set forth in Section 7.
E. The CDC-HA further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a
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reorganization of the CONSULTANT for the benefit of creditors;or(3)a business reorganization,
change in business name, or change in business status of the CONSULTANT.
22. NOTICES. All notices or other communications required or permitted hereunder
shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express
or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or
sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex,
telecopy, facsimile, or fax; and shall be deemed received upon the earlier of (i) if personally
delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by
overnight mail,the business day following its deposit in such overnight mail facility,(iii)if mailed
by registered, certified, or ordinary mail, five (5) days (ten (10) days if the address is outside the
State of California) after the date of deposit in a post office, mailbox, mail chute, or other like
facility regularly maintained by the United States Postal Service,(iv)if given by telegraph or cable,
when delivered to the telegraph company with charges prepaid, or(v) if given by telex, telecopy,
facsimile, or fax, when sent. Any notice, request, demand, direction, or other communication
delivered or sent as specified above shall be directed to the following persons:
To CDC-HA: Angelita Palnha
Community Development Manager
National City Housing Authority
City of National City
1243 National City Boulevard
National City, CA 91950-4397
To CONSULTANT:
Linnie A Gavino
Senior Principal
Keyser Marston Associates, Inc.
555 W. Beech St., Suite 460, San Diego, CA 92101
Address for Payments: Keyser Marston Associates, Inc.
1299 Fourth St., Suite 408
San Rafael, CA 94901
Notice of change of address shall be given by written notice in the manner specified
in this Section. Rejection or other refusal to accept or the inability to deliver because of changed
address of which no notice was given shall be deemed to constitute receipt of the notice, demand,
request, or communication sent. Any notice, request, demand, direction, or other communication
sent by cable,telex,telecopy,facsimile,or fax must be confirmed within forty-eight(48)hours by
letter mailed or delivered as specified in this Section.
23. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of the
CDC-HA. The CONSULTANT also agrees not to specify any product, treatment, process, or
material for the project in which the CONSULTANT has a material financial interest,either direct
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or indirect,without first notifying the CDC-HA of that fact.The CONSULTANT shall at all times
comply with the terms of the Political Reform Act and the National City Conflict of Interest Code.
The CONSULTANT shall immediately disqualify itself and shall not use its official position to
influence in any way any matter coming before the CDC-HA in which the CONSULTANT has a
financial interest as defined in Government Code Section 87103. The CONSULTANT represents
that it has no knowledge of any financial interests that would require it to disqualify itself from
any matter on which it might perform services for the CDC-HA.
❑ If checked, the CONSULTANT shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically,the CONSULTANT shall file a Statement of Economic Interests with the City Clerk
of the CDC-HA in a timely manner on forms which the CONSULTANT shall obtain from the City
Clerk.
The CONSULTANT shall be strictly liable to the CDC-HA for all damages,costs,
or expenses the CDC-HA may suffer by virtue of any violation of this Section 23 by the
CONSULTANT.
24. PREVAILING WAGES. State prevailing wage rates may apply to work
performed under this Agreement. State prevailing wage rates apply to all public works contracts . r , . , ,
as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3,
1720.4,and 1771.Consultant is solely responsible to determine if state prevailing wage rates apply
and, if applicable,pay such rates in accordance with all laws, ordinances, rules, and regulations.
25. ADMINISTRATIVE PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in
this Agreement is or ends on a Saturday, Sunday,or federal, state,or legal holiday,then such date
shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a
Saturday, Sunday,or federal, state, or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which,together, shall constitute but one and
the same instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein,the execution and delivery of this Agreement shall not be deemed to confer any rights upon,
or obligate any of the parties hereto,to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes.To the extent any exhibits,schedules,
or provisions thereof conflict or are inconsistent with the terms and conditions contained in this
Agreement,the terms and conditions of this Agreement shall control.
F. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Assignment&Assumption of Rights. CONSULTANT shall not assign this
Agreement, in whole or in part, to any other party without first obtaining the written consent of
CDC-HA.
Standard Agreement Page 10 of 13 CDC-HA and
Revised January 2024 Keyser Marston Associates,Inc.(KMA)
H. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
I. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. The venue for any legal action arising under
this Agreement shall be in either state or federal court in the County of San Diego, State of
California.
J. Audit. If this Agreement exceeds ten-thousand dollars($10,000),the parties
shall be subject to the examination and audit of the State Auditor for a period of three (3) years
after final payment under the Agreement,per Government Code Section 8546.7.
K. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations, and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof.No subsequent agreement,representation, or promise made
by either party hereto,or by or to an employee,officer,agent,or representative of any party hereto
shall be of any effect unless it is in writing and executed by the party to be bound thereby.
L. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
M. Subcontractors or Subconsultants. The CDC-HA is engaging the services
of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract
any portion of the work,unless such subcontracting was part of the original proposal or is allowed
by the CDC-HA in writing. In the event any portion of the work under this Agreement is
subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit
of and in favor of the CDC-HA, both the insurance provisions in Section 19 and the
indemnification and hold harmless provision of Section 16 of this Agreement.
N. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii)each party has actively participated in the drafting,preparation,and
negotiation of this Agreement, (iii)each such party has consulted with or has had the opportunity
to consult with its own, independent counsel and such other professional advisors as such party
has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv)
each party and such party's counsel and advisors have reviewed this Agreement, (v) each party
has agreed to enter into this Agreement following such review and the rendering of such advice,
and(vi)any rule or construction to the effect that ambiguities are to be resolved against the drafting
party shall not apply in the interpretation of this Agreement, or any portions hereof, or any
amendments hereto.
[SIGNATURE PAGE TO FOLLOW]
Standard Agreement Page 11 of 13 CDC-HA and
Revised January 2024 Keyser Marston Associates,Inc.(KMA)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year written below.
COMMUNITY DEVELOPMENT KEYSER MARSTON ASSOCIATES,INC
COMMISSION-HOUSING AUTHORITY (Corporation—signatures of two corporate officers required)
OF THE CITY OF NATIONAL CITY (Partnership or Sole proprietorship—one signature)
By: ate e ',/ia/74A_
By: Paul C. Marra
Benjamin A. Martinez, Vice President,Managing Principal
Executive Director
Date: //OS'
Date:
innie A vino
APPROVED AS TO FORM: Senior Principal
By: Date: I/ 8/ 25
Barry J. Sc l
City Attorney
Date: //22/4r
Standard Agreement Page 12 of 13 CDC-HA and
Revised January 2024 Keyser Marston Associates,Inc.(KMA)
EXHIBIT"A"
KMA PROPOSED SCOPE OF SERVICES
OWN NATIONAL CITY RFQ/P
CITY OF NATIONAL CITY
OBJECTIVE
The City of National City (City) seeks to increase homeownership opportunities for National City residents as a
tool for pursuing fair housing and equal access to housing. The City was recently awarded grant funding from
SANDAG to undertake site assessments and study potential homeownership models as part of the City's Own
National City initiative. As part of this effort, Keyser Marston Associates Inc. (KMA) is currently assisting the City
with the preparation of a study(Study) assessing the development potential and feasibility of potential
homeownership models. The findings from the Study will assist the City in determining which model(s)would
be the best to pursue on six (6) City-owned properties (Properties), identified below:
Site Address Parcel Number Site Size
551-470-15 551-470-19
#1 217 -315 Highland Avenue 551-470-17 551-470-43 102,487 SF
554-470-18 551-470-48
#2 Corner of Division & R Avenue 552-403-14 6,400 SF
#3 38 W. 11th Street 555-114-04 4,791 SF
#4 1028 A Avenue 556-553-08 3,911 SF
#5 500 Plaza Boulevard 556-560-39 16,990 SF
556-290-71 564-290-74
#6 3402—3404 Valley Road 187,146 SF
564-310-03 564-290-75
It is the City's objective to create affordable and market-rate for-sale housing on the Properties through the
formation of partnerships with one or more private developers.Specifically,the City seeks to issue a Developer
Request for Qualifications/Proposals and negotiate one or more public/private partnerships with the selected
developer(s).
In response to the City's objective, KMA proposes to assist the City with the developer solicitation for the
Properties.The KMA work program,fee estimate, and schedule for this assignment are detailed below.
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SCOPE OF SERVICES
Task#1:Initiation and Due Diligence
A. KMA will participate in a meeting with City staff to identify any questions or need for additional
information.
B. KMA will review applicable land use designations,development regulations governing the Properties,
project data,applicable provisions required for disposition of the Site in accordance with the Surplus Land
Act (SLA), and background information on the Properties. KMA will draw from information collected by the
KMA Consultant Team for the Study.
Task#2:Developer Solicitation
A. KMA will draft a developer solicitation document such as a Request for Qualifications (RFQ)or Request for
Proposals (RFP).The RFQ/P will specify any project criteria, required financial terms, and timing of
performance. It will establish submittal requirements in terms of the affordable housing developer's team,
qualifications,financing approach,and financial proposal.
B. KMA will prepare a financial pro forma template for inclusion within the RFQ/P.
C. KMA will assist the City with identifying affordable and/or market-rate housing developers to receive the
RFQ/P and review this list with the City.
Task#3:Facilitation of Developer RFQ/P Process
A. KMA will prepare responses and/or addenda based on developer inquiries received during the RFQ/P
process.
Task#4:Evaluation of Developer Proposals
A. For each response received, KMA will review the submitted financial statements and qualifications to
determine if the developer's financial condition and project experience are suitable for the proposed
development.
B. KMA will review the development proposals,financial pro formas, and proposed affordability restrictions
for consistency with the standards of the RFQ/P guidelines for each development proposal received. KMA
will model financial pro formas for each project itemizing: acquisition,development costs(direct, indirect,
and financing),affordable sales prices, and warranted investment.
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C. KMA will model each developer's pro forma in our format, itemizing acquisition costs, development costs
(direct, indirect, and financing), affordable sales prices, achievable sources of financing and estimated
financing gap.
D. If needed, KMA will submit one round of data requests to each developer in order to obtain missing
information or clarification.
E. KMA will estimate the overall feasibility of each proposed project,the reasonableness of the proposed
financial transaction, and whether a City financial contribution is warranted.
F. KMA will summarize each proposal in terms of estimated financing gap (total and per-unit, developer vs.
KMA estimate) and complete a scorecard ranking financial feasibility for each proposal.
G. KMA will document our findings in a presentation to the City, accompanied by supporting technical
analyses.
H. Based on the evaluation of the developer proposals and detailed financial analyses, KMA will recommend a
list of finalists for further consideration and/or recommend that the City conduct interviews with some or
all of the proposers. If needed,we will prepare interview questions to be distributed to the developers.
I. KMA will participate in developer interviews as needed.
Task#5:Presentation
A. KMA will prepare a draft presentation package (Report)summarizing our findings and accompanied by our
supporting technical analyses. Our Report will be submitted in three (3) successive versions:Administrative
Draft, Draft, and Final.
B. KMA will attend one (1) public meeting with the City Council. Preparation will include presentation
materials and/or responses to comments from Council members.
BUDGET AND SCHEDULE
KMA proposes to undertake these services on a time-and-materials basis in accordance with the attached
hourly billing rate schedule. KMA requests that the City establish a consulting services budget of$89,000, as
broken out by task below.
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Approximate Schedule/
Task Budget
Calendar Days
Task#1 Initiation and Due Diligence January 22—January 31 9 days $5,000
Task#2 Developer Solicitation February 3—March 18 43 days $16,500
Prepare Draft Solicitation Document February 3—February 17 ---
Submit Administrative Draft to Legal Counsel February 18 ---
Submit Draft RFP for City Council Staff Report February 25 --
Submit Final RFP to City March 18 ---
Task#3 Facilitation of Developer RFQ/P Process March 19—June 6 79 days $6,000
Task#4 Evaluation of Developer Proposals June 9—August 8 60 days $48,500
Task#5 Presentation August 11-September 16 36 days $12,500
Add: Reimbursables $500
Total Budget $89,000
This budget includes all labor hours and reimbursables with the following limitations:
• Up to five(5) internal meetings with City staff
• Maximum of one(1)virtual or in-person public meeting
• Maximum of three (3)versions of each deliverable, i.e.,Administrative Draft, Draft, and Final, in PDF
format. If requested, KMA will provide up to 10 hard copies of each deliverable.
Our budget specifically excludes:
• Negotiations of business terms with the selected developer(s)
• Analyses of matters of a legal, planning/design,or environmental nature
• City Council briefings
LIMITATIONS
In accepting this proposal,the City represents, acknowledges,and agrees that:
1. KMA is not advising or recommending any action be taken by the City with respect to any prospective, new,
or existing municipal financial products or issuance of municipal securities(including with respect to the
structure,timing,terms,and other similar matters concerning such financial products or issues).
2. KMA is not acting as a Municipal Advisor to the City and does not assume any fiduciary duty hereunder,
including,without limitation,a fiduciary duty to the City pursuant to Section 15B of the Exchange Act with
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respect to the services provided hereunder and any information and material contained in KMA's work
product.
3. The City shall discuss any such information and material contained in KMA's work product with any and all
internal and/or external advisors and experts, including its own Municipal Advisors,that it deems
appropriate before acting on the information and material.
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KEYSER MARSTON ASSOCIATES, INC.
PUBLIC SECTOR HOURLY RATES
2024 THROUGH 7/1/25—
6/30/25 6/30/26
CHAIRMAN, PRESIDENT, MANAGING PRINCIPALS* $305.00 313.00
SENIOR PRINCIPALS* $295.00 302.00
PRINCIPALS* $275.00 282.00
MANAGERS* $245.00 251.00
SENIOR ASSOCIATES $205.00 210.00
ASSOCIATES $185.00 190.00
SENIOR ANALYSTS $170.00 174.00
ANALYSTS $145.00 149.00
TECHNICAL STAFF $105.00 108.00
ADMINISTRATIVE STAFF $90.00 92.00
Directly related job expenses not included in the above rates are: auto mileage, parking,air fares, hotels and
motels, meals,car rentals,taxies,telephone calls,delivery, electronic data processing,graphics and printing.
Directly related job expenses will be billed at 110%of cost.
Monthly billings for staff time and expenses incurred during the period will be payable within thirty (30)days
of invoice date.
* Rates for individuals in these categories will be increased by 50%for time spent in court testimony.
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