HomeMy WebLinkAbout2007 CON CDC Keyser Marston - Economic Consultant ServicesAGREEMENT
BY AND BETWEEN
THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY AND
KEYSER MARSTON ASSOCIATES, INC.
THIS AGREEMENT is entered into this 7m day of August 2007, by and
between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
NATIONAL CITY, a municipal corporation (the "CDC"), and KEYSER
MARSTONASSOCIATES, INC., a California Corporation (the "CONTRACTOR").
RECITALS
WHEREAS, the CDC desires to retain CONTRACTOR to provide
economic consultant services on an "needed basis" for market support and valuation,
fiscal and economic impact analysis, financial analysis, affordable housing financing,
transaction structuring and negotiations, preparation of reuse analysis and summary
reports, and participation at public hearings, when requested; and
WHEREAS, the CDC has determined that the CONTRACTOR is a
qualified and experienced economic consultant firm and has ability to perform the
services desired by the CDC; and the CONTRACTOR is willing to perform such
services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE
AS FOLLOWS:
1. ENGAGEMENT OF CONTRACTOR. The CDC hereby agrees to
engage the CONTRACTOR, and the CONTRACTOR hereby agrees to perform the
services hereinafter set forth in accordance with all terms and conditions contained
herein.
The CONTRACTOR represents that all services required hereunder will
be performed directly by the CONTRACTOR, or under direct supervision of the
CONTRACTOR.
2. SCOPE OF SERVICES. The CONTRACTOR will perform services
as set forth in the attached EXHIBIT A. The CONTRACTOR shall be responsible for all
research and reviews related to the work and shall not rely on personnel of the CDC for
such services, except as authorized in advance by the CDC. The CONTRACTOR shall
appear at meetings as required and requested to keep staff and the CDC advised of the
progress of PROJECT assignments.
The CDC may unilaterally, or upon request from the CONTRACTOR, from time
to timer reduce or increase the Scope of Services to be performed by the
CONTRACTOR under this Agreement. Upon doing so, the CDC and the
CONTRACTOR 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.
3. PROJECT COORDINATION AND SUPERVISION. Patricia Beard
hereby is designated as the Project Coordinator for the CDC and will monitor the
progress and execution of this Agreement. The CONTRACTOR shall assign a single
Project Director to provide supervision and have overall responsibility for the progress
and execution of this Agreement for the CONTRACTOR. Gerald M. Trimble is
designated as the Project Director for the CONTRACTOR.
4. COMPENSATION AND PAYMENT. The compensation for the
CONTRACTOR 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
$75,000 without prior written authorization from the CDC. Monthly invoices will be
processed for payment and remitted within thirty (30) days from receipt of invoice,
provided that work is accomplished consistent with Exhibit A as determined by the
CDC.
The CONTRACTOR 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 three (3) years from the date of final payment
under this Agreement, for inspection by the CDC and for furnishing of copies to the
CDC, if requested.
5. LENGTH OF AGREEMENT. CONTRACTOR services as set forth
in Exhibit A, shall be completed by August 7, 2008. The Executive Director shall have
the authority to extend this agreement for a period of up to six (6) months in the event
that circumstances outside of the Contractor's control delay completion of the Project.
6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The
memoranda, reports, maps, drawings, plans, specifications and other documents
prepared by the CONTRACTOR for the PROJECT assignments, whether paper or
electronic, with the exception of computer models previously developed by Contractor,
shall become the property of the CDC for use with respect to this PROJECT, and shall
be turned over to the CDC in PDF format upon completion of the PROJECT, or any
phase thereof, as contemplated by this AGREEMENT.
Contemporaneously with the transfer of documents, the CONTRACTOR
hereby assigns to the CDC, and CONTRACTOR 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's prior authorization regarding reproduction, which authorization shall not be
unreasonably withheld. The CONTRACTOR shall, upon request of the CDC, execute
any further document(s) necessary to further effectuate this waiver and disclaimer.
The CONTRACTOR agrees that the CDC may use, reuse, alter,
reproduce, modify, assign, transfer, or in any other way, medium or method utilize the
2
CONTRACTOR's written work product for the CDC's purposes, and the CONTRACTOR
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 of documents, drawings or
specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from
liability under Section 14 but only with respect to the effect of the modification or reuse
by the CDC, or for any liability to the CDC should the documents be used by the CDC
for some project other than what was expressly agreed upon within the Scope of
Services, unless otherwise mutually agreed.
7. 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
CONTRACTOR nor the CONTRACTOR'S employees are employees of the CDC and
are not entitled to any of the rights, benefits or privileges of the CDC's employees,
including but not limited to retirement, medical, unemployment, or workers'
compensation insurance.
This AGREEMENT contemplates the personal services of the
CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the
parties that a substantial inducement to the CDC for entering into this AGREEMENT
was, and is, the professional reputation and competence of the CONTRACTOR and its
employees. Neither this AGREEMENT nor any interest herein may be assigned by the
CONTRACTOR without the prior written consent of the CDC. Nothing herein contained
is intended to prevent the CONTRACTOR from employing or hiring as many employees
or subcontractors as the CONTRACTOR may deem necessary for the proper and
efficient performance of this AGREEMENT. All agreements by CONTRACTOR with its
subcontractor(s) shall require the subcontractor to adhere to the applicable terms of this
AGREEMENT.
8. CONTROL. Neither the CDC nor its officers, agents or employees
shall have any control over the conduct of the CONTRACTOR, or any of the
CONTRACTOR's employees except as herein set forth, and the CONTRACTOR
expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's
agents, servants or employees are in any manner agents, servants or employees of the
CDC, it being understood that the CONTRACTOR, its agents, servants and employees
are as to the CDC wholly independent contractors, and that the CONTRACTOR's
obligations to the CDC are solely such as are prescribed by this AGREEMENT.
9. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in
the performance of the services to be provided herein, shall comply with all applicable
state and federal statutes and regulations, and all applicable ordinances, rules and
regulations of the City of National City, whether now in force or subsequently enacted.
The CONTRACTOR, and each of its subcontractors, shall obtain and maintain a current
City of National City business license prior to and during performance of any work
pursuant to this AGREEMENT.
3
10. LICENSES, PERMITS, ETC. The CONTRACTOR represents and
covenants that it has all licenses, permits, qualifications and approvals of whatever
nature that are legally required to practice its profession. The CONTRACTOR
represents and covenants that the CONTRACTOR 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 CONTRACTOR to practice its profession.
11. STANDARD OF CARE.
A. The CONTRACTOR, 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 CONTRACTOR's trade or profession currently
practicing under similar conditions and in similar locations. The CONTRACTOR shall
take all special precautions necessary to protect the CONTRACTOR'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 CONTRACTOR warrants to the CDC that it is not now, nor has it for the five (5)
years preceding, been debarred by a governmental agency or involved in debarment, or
arbitration proceedings concerning the CONTRACTOR's professional performance, or
the furnishing of materials or services relating thereto.
C. The CONTRACTOR is responsible for identifying any unique
products, treatments, processes or materials whose availability is critical to the success
of the PROJECT assignments the CONTRACTOR has been retained to perform, within
the time requirements of the CDC, or, when no time is specified, then within a
commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the
CDC otherwise, the CONTRACTOR warrants that all products, materials, processes or
treatments identified in the PROJECT documents prepared for the CDC are reasonably
commercially available. any failure by the CONTRACTOR to use due diligence under
this sub -paragraph will render the CONTRACTOR liable to the CDC for any increased
costs that result from the CDC's later inability to obtain the specified items or any
reasonable substitute within a price range that allows for completion of PROJECT
assignments in the time frame specified or, when not specified, then within a
commercially reasonable time.
12. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR agrees to post in conspicuous
places available to employees and applicants for employment any notices provided by
the CDC setting forth the provisions of this non-discrimination clause.
4
13. CONFIDENTIAL INFORMATION. The CDC may from time to time
communicate to the CONTRACTOR certain confidential information to enable the
CONTRACTOR to effectively perform the services to be provided herein. The
CONTRACTOR shall treat all such information as confidential and shall not disclose
any part thereof without the prior written consent of the CDC. The CONTRACTOR 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 13, 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 CONTRACTOR, hereafter disclosed in publicly available sources of
information; (iii) is already in the possession of the CONTRACTOR without any
obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the
CONTRACTOR 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 CONTRACTOR 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. In its performance
hereunder, the CONTRACTOR 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. ONTRACTOR shall be liable to CDC for any damages caused by breach of
this condition, pursuant to the provisions of Section 14.
14. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR
agrees to defend, indemnify, and hold harmless the Community Development
Commission of the City of National City, its officers and employees, 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 CONTRACTOR'S
negligent performance of this AGREEMENT.
15. WORKERS' COMPENSATION. The CONTRACTOR 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
Government Code and all amendments thereto; and all similar state or Federal acts or
laws applicable; and shall indemnify, and hold harmless the CDC and its officers, and
employees 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 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
CONTRACTOR under this AGREEMENT.
16. INSURANCE. The CONTRACTOR, at its sole cost and expense,
shall purchase and maintain, and shall require its subcontractors, when applicable, to
purchase and maintain throughout the term of this AGREEMENT, the following
insurance policies:
5
® 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 non -owned vehicles.
C. Comprehensive general liability insurance, with minimum limits of
$1,000,000 combined single limit per occurrence, covering all bodily injury and property
damage arising out of its operation under this AGREEMENT.
D. Workers' compensation insurance covering all of CONTRACTOR'S
employees.
E. The aforesaid policies shall constitute primary insurance as to the
CDC, its officers, and employees so that any other policies held by the CDC shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30)
days prior written notice to the CDC of cancellation or material change.
F. Said policies, except for the professional liability and worker's
compensation policies, shall name the CDC and its officers, agents and employees as
additional insureds.
G. If required insurance coverage is provided on a "claims made"
rather than "occurrence" form, the CONTRACTOR shall maintain such insurance
coverage for three years after expiration of the term (and any extensions) of this
AGREEMENT.
H. Any aggregate insurance limits must apply solely to this
AGREEMENT.
I. Insurance shall be written with only California admitted companies
which hold a current policy holder's alphabetic and financial size category rating of not
less than A VIII according to the current Best's Key Rating Guide, or a company equal
financial stability that is approved by the City's Risk Manager.
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 CONTRACTOR does not keep all of
such insurance policies in full force and effect at all times during the terms of this
AGREEMENT, the CDC may elect to treat the failure to maintain the requisite insurance
as a breach of this AGREEMENT and terminate the AGREEMENT as provided herein.
17. 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
6
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 shall, in addition, be limited
to the amount of attorney's fees incurred by the CDC in its prosecution or defense of
the action, irrespective of the actual amount of attorney's fees incurred by the prevailing
party.
18. MEDIATION/ARBITRATION. If a dispute arises out of or relates
to this AGREEMENT, or the breach thereof, the parties agree first to try, in good faith,
to settle the dispute by mediation in San Diego, California, in accordance with the
Commercial Mediation Rules of the American Arbitration Association (the "AAA") before
resorting to arbitration. The costs of mediation shall be borne equally by the parties.
Any controversy or claim arising out of, or relating to, this AGREEMENT, or breach
thereof, which is not resolved by mediation shall be settled by arbitration in San Diego,
California, in accordance with the Commercial Arbitration Rules of the AAA then
existing. Any award rendered shall be final and conclusive upon the parties, and a
judgment thereon may be entered in any court having jurisdiction over the subject
matter of the controversy. The expenses of the arbitration shall be borne equally by the
parties to the arbitration, provided that each party shall pay for, and bear the costs of,
its own experts, evidence and attorneys' fees, except that the arbitrator may assess
such expenses or any part thereof against a specified party as part of the arbitration
award.
19. TERMINATION.
A. This AGREEMENT may be terminated with or without cause by the
CDC. Termination without cause shall be effective only upon 60-day's written notice to
the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all
services in accordance with this AGREEMENT.
B. This AGREEMENT may also be terminated immediately by the
CDC for cause in the event of a material breach of this AGREEMENT,
misrepresentation by the CONTRACTOR in connection with the formation of this
AGREEMENT, or the performance of services, or the failure to perform services as
directed by the CDC.
C. Termination with or without cause shall be effected by delivery of
written Notice of Termination to the CONTRACTOR 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
CONTRACTOR, whether paper or electronic, with the exception of computer models
previously developed by Contractor, shall immediately become the property of, and be
delivered to, the CDC in PDF format, and the CONTRACTOR shall be entitled to
receive just and equitable compensation for any work satisfactorily completed on such
7
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 by
the CONTRACTOR'S breach, if any. Thereafter, ownership of said written material
shall vest in the CDC all rights set forth in Section 6.
E. The CDC further reserves the right to immediately terminate this
AGREEMENT upon: (1) the filing of a petition in bankruptcy affecting the
CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors;
or (3) a business reorganization, change in business name or change in business
status of the CONTRACTOR.
20. 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, fax or email;
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, fax or email, when sent. Any notice,
request, demand, direction or other communication delivered or sent as specified above
shall be directed to the following persons:
To the CDC:
Patricia Beard, Redevelopment Manager
Community Development Commission
of the City of National City
1243 National City Boulevard
National City, CA 91950
To the CONTRACTOR: Gerald M. Trimble, Managing Principal
Keyser Marston Associates, Inc.
1660 Hotel Circle North, Suite 716
San Diego, CA 92108
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.
21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this AGREEMENT, the CONTRACTOR shall not
perform services of any kind for any person or entity whose interests conflict in any way
8
with those of the Community Development Commission of the City of National City.
The CONTRACTOR also agrees not to specify any product, treatment, process or
material for PROJECT assignments in which the CONTRACTOR has a material
financial interest, either direct or indirect, without first notifying the CDC of that fact.
The CONTRACTOR shall at all times comply with the terms of the Political Reform Act
and the National City Conflict of Interest Code. The CONTRACTOR shall immediately
disqualify itself and shall not use its official position to influence in any way any matter
coming before the CDC in which the CONTRACTOR has a financial interest as defined
in Government Code Section 87103. The CONTRACTOR 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.
❑ If checked, the CONTRACTOR shall comply with all of the
reporting requirements of the Political Reform Act and the National City Conflict of
Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic
Interests with the City Clerk of the City of National City in a timely manner on forms
which the CONTRACTOR shall obtain from the City Clerk.
The CONTRACTOR shall be strictly liable to the CDC for all damages,
costs or expenses the CDC may suffer by virtue of any violation of this Paragraph 21 by
the CONTRACTOR.
22. MISCELLANEOUS 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.
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.
9
G. 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.
H. Applicable Law. This AGREEMENT shall be governed by and
construed in accordance with the laws of the State of California.
I. 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.
J. Successors and Assigns. This AGREEMENT shall be binding
upon, and shall inure to the benefit of the successors and assigns of the parties hereto.
K. 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
parry'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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY
OF NATION i CITY
By:
Ron Morrison, Chairman
APPROVED AS TO FORM:
By:
George . Eiser, III
CDC Legal Counsel
KEYSER MARSTON ASSOCIATES, INC.
(Two signatures required for corporation)
By: 0,Aki V1/1/kik
Paul C. Marra, Senior Principal
Gerald M_Trimble,aging
- Principal
10
EXHIBIT A
ADVISORS IN:
REAL ESTATE
REDEVELOPMENT
ArrORDABLe HOUSING
ECONOMIC DEVELOPMENT
SAN FRANCISCO
A. )ERRY KEYSER
TIMOTIEY C. KELLY
KATE EARLE FUNK
DEBUIE M. KERN
ROBERT L. WETMORE
LOS ANGELES
CSLVIN E Hotus. 11
KATHLEEN H. HEAD
JAMES A. RASE
PAUL C ANDERSON
GREGORY D. SOO.IIOO
SAN DIEGO
GERALD M. TRIMBLE
PAUL C MARRA
KEYSER MARSTON ASSOCIATES
ADVISORS IN PUnLIC/PRIVATE REAL ESTATE DEVELOPMENT
July 18, 2007
Ms. Patricia Beard
Redevelopment Manager
Community Development Commission of the City of National City
1243 National City Boulevard
National City, CA 91950
Re: Proposal for Real Estate Economic Consulting Services
Dear Pat:
Per your request, Keyser Marston Associates, Inc. (KMA) is pleased to submit this
proposal for economic consulting services to assist the Community Development
Commission of the City of National City (Commission) with its redevelopment objectives.
In order to assist the Commission with redevelopment activities, KMA proposes to provide
the following menu of economic consulting services on an as -needed basis:
• Market Support and Valuation - KMA assists clients with market demand analyses;
identification of appropriate development programs; and projection of absorption
potential and achievable rents and prices. KMA also works with community
stakeholders and planning and design professionals to evaluate the development
potential — both commercial and residential — for specific districts or neighborhoods.
• Fiscal and Economic impact - KMA prepares assessments of fiscal and economic
benefits for proposed developments, including in -fill residential and commercial uses.
These assessments consider the potential impacts of a development proposal on the
surrounding community; the level of property tax and sales tax generation; and
potential benefits in terms of jobs/housing balance.
• Financial Analysis - KMA assists clients in reviewing the financial feasibility of
proposed developments. This task serves our clients in several ways: comparison of
competing proposals; identification of supportable land value, or, alternatively, need
for "gap" financing; and assessment of the overall feasibility of alternative
development concepts. Typically, the KMA pro forma analyses are used extensively
in the context of negotiations with developers and/or property owners.
1660 HOTEL CIRCLE NORTH, SUITE 716 > SAN DIEGO, CALIFORNIA 92108 > PHONE 619 718 9500 > FAx: 619 718 9508
W W W.KEYSERMARSTON.COM
07123nrh
99000.000.003
Ms. Patricia Beard
Community Development Commission of the City of National City
July 18, 2007
Page 2
• Identification of Financing Sources - The development process, in particular the
development of affordable housing, typically relies on the layering" of various public
and private financing sources — including competitively allocated federal, state, and
local funding. KMA has worked extensively with redevelopment and housing agencies
to successfully implement affordable and mixed -income housing developments.
• Transaction Structuring/Negotiations - One of KMA's key roles is to assist public
agencies in soliciting and evaluating development proposals from qualified developers
and property owners. We also assist our public sector clients in negotiating the terms
of land sales, lease transactions, and public financial assistance.
• Preparation of Reuse Analyses and Summary Reports - Section 33433 of the Health
and Safety Code defines the specific process a redevelopment agency must follow in
order to dispose of public assets for purposes of private development. This process
requires that an agency prepare a Summary Report comparing the fair market value of
the property at highest and best use, the re -use value of the property subject to the
covenants and conditions imposed by the agency, and the agency's costs under the
proposed development agreement.
• Public Hearings and Presentations — KMA participates as needed in public meetings
when redevelopment transactions are considered.
• Additional Services — KMA will provide additional related services at the request of the
Commission.
In order to assist the Commission with these services, KMA recommends that the
Commission establish a budget of $75,000. We will provide all services, as requested, on
a time -and -materials basis subject to the attached standard hourly billing rate schedule.
Sincerely,
KEYSER MARSTON ASSOCIATES, INC.
Gerald
Managing Principal
attachment
07123ndh
99900.000.003
KEYSER MARSTON ASSOCIATES, INC.
HOURLY FEE SCHEDULE
2007/2008
A_ JERRY KEYSER* $270.00
MANAGING PRINCIPALS' $270.00
SENIOR PRINCIPALS* $260.00
PRINCIPALS* $240.00
MANAGERS* $215.00
SENIOR ASSOCIATES $180.00
ASSOCIATES $160.00
SENIOR ANALYSTS $145.00
ANALYSTS $125.00
TECHNICAL STAFF $92.50
ADMINISTRATIVE STAFF $77.50
Directly related job expenses not included in the above rates are: auto mileage, 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.
07123ndh
911900.000.003
ACORD,. CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIOD/YYYY)
11/7/2006
OUCER (415) 957-0600 FAX: (415) 957-0577
._,C Insurance Services
License No. 0589960
44 Montgomery St., 17th Fl.
San Francisco CA 94104
INSURED
Keyser Marston Associates, Inc.
55 Pacific Avenue Mall
San Francisco CA 94111
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
INSURER A Hartford
INSURER B Republic Indemnity
INSURER C. Philadelphia Insurance
INSURER D
INSURER E.
NAIC #
29424
22179
18058
I HF POLICIES
REQUIREMFN
THE INSURANCE
AGGREGATE
I NSR ADO'L.J
I TR NSRD
OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR II -IF POLICY PERIOD INDICATED. NOTWITI
I. TERM OR CONDITION OF ANY CONT RAC I OR OTHER DOCUMENT WITH RESPECT TO WHICH TV ITS CFR11FICATE MAY BE ISSUED
AFFORDED BY THE POI ICIFS DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS
I IMITS SHQWN MAY HAVE BEEN REDUCED IjY PAID CLAIMS.
(STANDING ANY
OR MAY PERTAIN,
OF SUCH POLICIES.
_____
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVEIPOLICY
DATE (MMIDOIYY)
EXPIRATION
DATE (MMIUOIYYI
__ ___
LIMITS
GENERAL LIABILITY
EAU( I OCCURRENCE '5
1,000,000
X1 CUTAMCHCIAI GENERAL LIABILITY
DAMAGE IU RENTED
PREMISES (Ea�S&VI'ei• P
5 S0, 000
A
r I CI AIMS, MADE 1 X I or -cm
57UUNUP0340
11/11/2006
11/11/2007
MEUEXP(Any one?ersoni_�4
— b, 000
1,000,000
PERSONAL BADV INJURY ,$
- _--
C,FFII-RALAt.iGHEG;=1F
E 2,000,000
_ —_— __
GENT. AGGREGATE APPLIES PER
T -- PRO- r-
�rnoDUCIS- COMP:OP ACC,
5 1,000,000
X- POLICY I I .IFCT 1 I OC
AUTOMOBILE I IABILI TV
_
COMBINED SINGLE LIMIT
$ 1,000,000
X ANY AUTO
(Es .s odenll
A
I All OWNED AUTOS
571TTTNUP0340
11/11/2006
11/11/2007
BODILY INJURY
I SCHEDULED AU I OS
(Per persVri
X ( I ABED AUTas
X N5'N-OWNED AUTOS
ff
N j A
I
RODII Y INJURY
tP, , ar,r1de,t)
$
PROPER *Y DAMAGE
GARAGE LIABILITY
't11TO ONL V rA AucIUCNT E
JANY AI ITO
rOIHFRTLIAN . EA ACC $ _.. —
AU IC ONLY'
$
EXCESS/LIMRRCLLA LIABILITY v0'T'm'.ID��S
1
FAIN,1(:U}2HtYS.L—.--_
. 4 , 000 , 000
r
X j UCCI!R L_ _ CLARdS MADE
�...T-.�}IO' •
A GGRF GA TC .
$ 4,000,000,_000
— — — --
S —'--
A
i DDDUCTTBLE s7RHUUN9941
11/11/2006
11/11/2007 _ _—
$
— — —
$
X ! RETENTION 5 0
B
WORKERS COMPENSATION AND
X TQTAT+1LII .,5 l lC2g1-
EMPLOYERS' I IABIIITY
_
AN" 1`1201--HIE KA:P; RTN_RCXLCIi -IVE
El, EACH.ACCIDEN1
1, 000, 000
05FICFRiMES,mCI<I_AcLUDFD%
3954611 11/1i 2006
/
11/11/2007
El DISEASE - EA EMPLOYEE
_ —
1_000 000
E ,
If yes. tles:.nLe L.ntler
—+
E.I DISEASE - POLICY LIMIT IS 1,000,000
SPECIAL PROVISIONS Mow
OTHER Profe:,sional
PHSD221059 11/11/2006
11./11/2007
'51,000,000 Each Wrongful Act
Li ability - Claims
Retro Date 1.0/05/1976 ' 51,000,00C Aggregat.n Limit
Made 525,000 Deductible
DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESILXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
Certificate Holder is included as Additional Insured as respects General Liability and Automobile Liability per
attached endorsements. Re: Agreement. En Provide"as needed" real estate economic advisory se, vl ces. Policies
constitute primary insurance as to certificate holder
CERTIFICATE HOLDER
CANCELLATION
Community Development Commission of
The City of National City and its officer
agents, and employees
140 F. 12th Street, Suite B
National City, CA 91950-3312
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCEL I ED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL XriFad41'L(X+XXX MAIL
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOI DER NAMED TO THE LEFT, druXX
Vt4X,XfiXiNXI(sXMA161i4L 143cXLK CA4XIXAMIYAX,irXXXA`fulCAQ6>CIXAXXX
AUTI(ORILED REPRESENTATIVE
ACORD. 25 (2001/08)
INS025ie1cs)os AMS
1') •, 'h`;li,•., KL:v,C• r ninSi iI in:: x
:,: ACORD CORPORATION 1988
Pagc. 1 of 2
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this
certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, sub}ect to the terms and conditions of the policy, certain policies may require an
endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such
endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing
insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively
amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001/08)
INS025:cicai.es AMS
Pgae 2 cf 2
POLICY NUMBER: 57UUNUP0340
THIS ENDORSEMENT CHANGES THE POLICY.
COMMERCIAL AUTO
PLEASE READ IT CAREFULLY
ADDITIONAL INSURED
DESIGNATED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
SCHEDULE
Name of Person or Organization:
Blanket Additional Insured as requires by written contract, agreement or
permit.
A. The person or organization shown in the Schedule is included as an
insured, but only liable for the conduct of an "insured" and only to
the extent of the liability.
B. CANCELLATION
1. If we cancel the policy, we will mail or deliver notice to such
person or organization in accordance with the Common Policy
Conditions.
2. If you cancel the policy, we will mail or deliver notice to such
person or organization.
3. Cancellation ends this agreement.
BU1114 (1-93)
CG20101001
Policy Number: 57UUNUP0340 Effective Date: 11/11/2006
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES
OR CONTRACTORS - SCHEDULED PERSON
OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Person or Organization: Blanket Additional Insured as required by written
contract, agreement or permit.
It is understood and agreed that this insurance is primary and any other insurance
maintained by the Additional Insured shall be excess only and not contributing with this
insurance in regards to all operations as pertains to the named insured.
(If no entry appears above, the information required to complete this endorsement will be shown in
the Declarations as applicable to this endorsement).
A. Section II - Who is An Insured
is amended to include as an
insured, the person or
organization shown in the
Schedule, but only with respect to
liability arising out of your ongoing
operations performed for that
insured.
B. With respect to the insurance
afforded to these additional
insured(s), the following exclusion
is added:
2. Exclusions:
This insurance does not
apply to ''bodily injury" or
"property damage" occurring
after:
CC;20101001
(1) All work, including
materials, parts or equipment
furnished in connection with such
work, on the project (other than
service, maintenance or repairs)
to be performed by or behalf of
the additional insured(s) at the
site of the covered operations has
been completed; or
(2) That portion of your work'
out of which the injury or damage
arises has been put to its
intended use by any person or
organization other than another
contractor or subcontractor
engaged in performing operations
for a principal as a part of the
same project.
RESOLUTION NO. 2007 — 194
RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF NATIONAL CITY AUTHORIZING
THE CHAIRMAN TO EXECUTE AN AGREEMENT
WITH KEYSER MARSTON ASSOCIATES, INC.
IN THE NOT TO EXCEED AMOUNT OF $75,000 FOR
AS -NEEDED ECONOMIC CONSULTANT SERVICES
WHEREAS, the Community Development Commission of the City of National
City ("CDC") is charged with implementing the National City Redevelopment Plan; and
WHEREAS, the CDC desires to retain Keyser Marston Associates, Inc. ("KMA")
to continue to provide economic consultant services to the CDC on an as needed basis; and
WHEREAS, KMA is a qualified and experienced economic consultant, and has
satisfactorily provided consultant services to the CDC on a variety of projects and issues
pertaining to real estate, redevelopment, affordable housing, and economic development, and
KMA is willing to perform such services.
NOW, THEREFORE, BE IT RESOLVED that the Community Development
Commission of the City of National City hereby authorizes the Chairman to execute an
Agreement with KMA in the not to exceed amount of $75,000 to provide as -needed economic
consultant services . Said Agreement is on file in the office of the City Clerk.
PASSED and ADOPTED this 7th day of August, 2
Ron Morrison, Chair
ATTEST:
APPROVED AS TO FORM:
George H. Eiser, Ill
Legal Counsel
Passed and adopted by the Community Development Commission of the City of
National City, California, on August 7, 2007, by the following vote, to -wit:
Ayes: Commissioners Morrison, Natividad, Parra, Ungab.
Nays: None.
Absent: Commissioner Zarate.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Chairman, Community Development Commission
Secrets , evelopment Commission
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2007-194 of the Community Development Commission of the City
of National City, California, passed and adopted on August 7, 2007.
Secretary, Community Development Commission
By:
Deputy
City of National City, California
COMMUNITY DEVELOPMENT COMMISSION AGENDA STATEMENT
MEETING DATE August 7, 2007 AGENDA ITEM NO 34
(ITEM TITLE
Resolution approving an Agreement with Keyser Marston Associates, Inc. for as needed economic
consultant services, and authorizing the Chairman to execute said Agreement in the not to exceed
amount of $75,000.
PREPARED BY
Xavier Del Valle, x4279
Senior Project Manager
DEPARTMENT N-'
Redevelopment Division
EXPLANATION
On October 25, 2005, the CDC approved an Agreement with the Keyser Marston Associates, Inc.
(KMA) for as needed economic consultant services. The Agreement needs to be renewed, and staff
desires to retain KMA to continue to provide economic consultant services to the CDC, when
requested. Retaining economic consultants such as KMA is consistent with City Strategic Plan
Objective 6 of achieving fiscal sustainability. KMA is a qualified and experienced economic
consultant, and has satisfactorily provided consultant services to the CDC on a variety of projects and
issues pertaining to real estate, redevelopment, affordable housing, and economic development.
Pursuant to the Agreement, economic services may include market support and valuation, fiscal and
economic impact analysis, financial analysis, affordable housing financing, transaction structuring and
negotiations, preparation of reuse analysis and summary reports, and participation at public hearings,
when requested. The proposed Agreement shall be effective from August 7, 2007 to August 7, 2008,
and may he extended by the Executive Director for a period of up to six (6) months in the event that
circumstances outside the consultant's control delays completion of a work assignment.
Environmental Review CEQA is not applicable
Financial Statement The Agreement sets a not to exceed amount of $75,000 for economic consultant
services from the effective date up until August 7, 2008.
STAFF RECOMMENDATION Adopt resolution approving an Agreement with Keyser Marston
Associates, Inc. for as needed economic consultant services and authorizing the Chairman to execute said
Agreement in the not to exceed amount of S75,000.
rATTACHMENTS
1. Resolution
2. Agreement
L.
Resolution No. �a ° °
A-200 (9/80)
City of National City
Office of the City Clerk
1243 National City Boulevard, National City, CA 91950-4397
Michael R. Della, CMC - City Clerk
(619) 336-4228 Fax: (619) 336-4229
August 20, 2007
Mr. Gerald M. Trimble
Managing Principal
Keyser Marston Associates, Inc.
1660 Hotel Circle North, Suite 716
San Diego, CA 92108
Dear Mr. Trimble,
On August 7, 2007, Resolution No. 2007-194 was passed and adopted by the
Community Development Commission of National City, authorizing execution of
an agreement with Keyser Marston Associates, Inc.
We are enclosing for your records a certified copy of the above Resolution and a
fully executed original agreement.
Sincerely,
2 ifecl ti
Michael R. Dalla, CMC
City Clerk
Enclosure
cc: Community Development Commission
® Recycled Paper