HomeMy WebLinkAboutLighthouse Land Development, LLC - Commercial Real Estate Consultant Services - 2025 Docusign Envelope ID:C2A6C9E2-5A30-47C3-BE2E-55EBA94E71C1
SHORT FORM SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
LIGHTHOUSE LAND DEVELOPMENT LLC
THIS AGREEMENT is entered into by and between the CITY OF NATIONAL CITY, a
municipal corporation ("CITY"), and LIGHTHOUSE LAND DEVELOPMENT LLC, a
California limited liability company("CONSULTANT").
NOW,THEREFORE,CITY agrees to engage CONSULTANT to perform the services set
forth herein in accordance with the following terms and conditions:
1. DESCRIPTION OF SERVICES. CONSULTANT shall provide consulting and
advisory services related to commercial real estate, economic development, public partnerships,
and public private partnerships within and related to the CITY'S jurisdiction. Services do not
include legal services and advice, financial advice, and tax advice.
2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement shall
not become effective and binding until fully executed by both the CITY and CONSULTANT.The
duration of this Agreement is twelve(12)months, from the effective date through May 22,2026.
3. COMPENSATION. The total compensation to CONSULTANT for providing the
services set forth herein shall be Three Thousand Five Hundred Dollars ($3,500) per month in
arrears,prorated each calendar day for any partial months,not to exceed a total cost of Forty Two
Thousand Dollars($42,000).
4. PAYMENT SCHEDULE. CONSULTANT will submit an invoice to CITY at the
end of each calendar month and CITY will make payment within thirty(30)days of receiving and
approving a billing statement for the satisfactorily completed services of CONSULTANT.
Invoices shall include hours worked and identify key projects and deliverables,if any.
5. ACCEPTABILITY OF WORK. The CITY shall, with reasonable diligence,
determine the quality or acceptability of the work, the manner of performance, and/or the
compensation payable to the CONSULTANT.
6. INDEPENDENT CONTRACTOR. It is agreed that CONSULTANT is an
independent CONSULTANT, and all persons working for or under the direction of
CONSULTANT are CONSULTANT's agents, servants, and employees, and said persons shall
not be deemed agents, servants, or employees of CITY.
7. DRUG FREE WORKPLACE. The CONSULTANT agrees to comply with the
CITY's Drug-Free Workplace requirements. Every person awarded a contract by the CITY for the
provision of services shall certify to the CITY that it will provide a drug-free workplace. Any
subcontract entered into by the CONSULTANT pursuant to this Agreement shall contain this
provision.
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8. 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
places available to employees and applicants for employment any notices provided by the CITY
setting forth the provisions of this non-discrimination clause.
9. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent
provided by law, the CONSULTANT agrees to defend, indemnify and hold harmless the City of
National City, 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 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 CITY,its agents,
officers, employees, or volunteers. CITY 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.
10. EMPLOYEE PAYMENTS AND INDEMNIFICATION.
10.1 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 CITY for the payment
of any employer and employee contributions for PERS benefits on behalf of the employee as well
as for payment of any penalties and interest on such contributions which would otherwise be the
responsibility of the CITY.
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 CITY;(4)receive any employer contributions paid by CITY
for PERS benefits;or(5)be entitled to any other PERS-related benefit that would accrue to a CITY
employee. CONSULTANT's employees hereby waive any claims to benefits or compensation
described in this Section 10.This Section 10 applies to CONSULTANT notwithstanding any other
agency, state,or federal policy,rule,regulation, law, or ordinance to the contrary.
10.2 Limitation of CITY Liability. The payment made to CONSULTANT under this
Agreement shall be the full and complete compensation to which CONSULTANT and
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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 CITY employees.The CITY will not make any federal
or state tax withholdings on behalf of CONSULTANT.The CITY shall not be required to pay any
workers' compensation insurance on behalf of CONSULTANT.
10.3 Indemnification for Employee Payments. CONSULTANT agrees to defend and
indemnify the CITY 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 CITY 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 CITY, for work performed under this Agreement. This is a
continuing obligation that survives the termination of this Agreement.
11. INSURANCE. CONSULTANT shall obtain:
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
combined single limit per accident. Such automobile insurance shall include owned, non-owned,
and hired vehicles. The policy shall name the CITY 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 CITY 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 CITY. 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 CITY.
E. The aforesaid policies shall constitute primary insurance as to the CITY,its
officers,employees,and volunteers,so that any other policies held by the CITY shall not contribute
to any loss under said insurance. Said policies shall provide for thirty(30)days prior written notice
to the CITY's Risk Manager,at the address listed in subsection G below,of cancellation or material
change.
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F. Said policies, except for the professional liability and workers'
compensation policies,shall name the CITY and its officers,agents,employees,and volunteers as
additional insureds, and separate additional insured endorsements shall be provided.
G. The Certificate Holder for all policies of insurance required by this Section
shall be:
City of National City
do Risk Manager
1243 National City Boulevard
National City,CA 91950-4397
H. If required insurance coverage is provided on a"claims made" rather than
"occurrence" form, the CONSULTANT shall maintain such insurance coverage for three 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.
I. Insurance shall be written with only insurers authorized to conduct business
in California which 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 City'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.
J. 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
CITY's Risk Manager. If the CONSULTANT does not keep all insurance policies required by this
Section 11 in full force and effect at all times during the term of this Agreement, the CITY may
treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
K. All deductibles and self-insured retentions in excess of ten-thousand dollars
($10,000)must be disclosed to and approved by the CITY. CITY reserves the right to modify the
insurance requirements of this Section 11, including limits, based on the nature of the risk, prior
experience, insurer, coverage, or other special circumstances.
L. If the CONSULTANT maintains broader coverage or higher limits(or both)
than the minimum limits shown above,the CITY 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 CITY.
12. TERMINATION. CITY may terminate this Agreement at any time by providing
one (1) day's written notice to CONSULTANT. CONSULTANT may terminate this Agreement
at any time by providing ten(10)calendar days'written notice to the CITY.
13. BUSINESS LICENSE. CONSULTANT must possess or shall obtain a business
license from the National City Finance Department before beginning work.
14. PREVAILING WAGES. State prevailing wage rates may apply to work
performed under this Agreement. State prevailing wages rates apply to all public works contracts
as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3,
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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.
15. 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 will 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
CITY,Notwithstanding the foregoing, CONSULTANT may assign this Agreement without prior
written consent of CITY to any successor-in-interest or affiliated company.
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. The CONSULTANT shall comply with all laws, including federal, state, and local
laws,whether now in force or subsequently enacted.
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.
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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 CITY 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 CITY. In the event any portion of the work under this Agreement is subcontracted, the
subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of
the CITY,both the insurance provisions in Section 11 and the indemnification and hold harmless
provision of Section 9 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)
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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year written below.
CITY OF NATIONAL CITY LIGHTHOUSE LAND
DEVELOPMENT LLC
maw by:
B.Aaun L)
By: S ott Huth, Interim City Manager °Yumner ��
1 Founder and CEO
Date: S ,�
Date: 5/22/2025
By:
(Name)
APPROVED AS TO FORM: (Title)
c slgnld by:
Byr2AWt? SciAkta^t Date:
MKTVehultz
City Attorney
Date: 5/22/202 5
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CONTACT INFORMATION
CITY OF NATIONAL CITY LIGHTHOUSE LAND DEVELOPMENT LLC
1243 National City Boulevard 9655 Granite Ridge Drive, Suite 200
National City, CA 91950-4397 San Diego, CA 92123
Phone: (619) 336-4240 Phone: (619)929-1058
Contact: Scott Huth Fax: N/A
Title: Interim City Manager Contact: Shaun D. Sumner
Dep.: City Manager Title: Founder and CEO
Email: shuth@nationalcityca.gov Email: shaun@LhLand.com
Taxpayer I.D.No.: 99-3660124
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