HomeMy WebLinkAbout2008 CON Keyser Marston - Consulting Services Affordable Housing Density Bonus AnalysisAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
KEYSER MARSTON ASSOCIATES, INC.
THIS AGREEMENT is entered into this 16th day of October , 2008,
by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and
Keyser Marston Associates, Inc., (the CONSULTANT").
RECITALS
WHEREAS, the CITY desires to employ CONSULTANT to provide consultant
services for Affordable Housing Density Bonus Analysis.
WHEREAS, the CITY has determined that the CONSULTANT is a real estate
development consultant and is qualified by experience and ability to perform the services
desired by the CITY, and the CONSULTANT is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CITY hereby agrees to engage
the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter
set forth in accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services required hereunder will be
performed directly by the CONSULTANT or under direct supervision of the CONSULTANT.
2. 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 CITY for such services, except as authorized in
advance by the CITY. The CONSULTANT shall appear at meetings cited in Exhibit " A "to
keep staff and City Council advised of the progress on the project.
The CITY 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 under this
Agreement. Upon doing so, the CITY 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, not to exceed a factor of 10 %
from the base amount.
3. PROJECT COORDINATION AND SUPERVISION.
Peggy Chapin, Principal Planner hereby is designated as the Project
Coordinator for the CITY 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. Paul C.
Marra thereby is designated as the Project Director for the CONSULTANT.
4. 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 the schedule given in
Exhibit " A " (the Base amount) without prior written authorization from the Project
Coordinator. 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 CITY.
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 three (3) years from the date of final payment under this Agreement, for inspection by
the CITY and for furnishing of copies to the CITY, if requested.
5. ACCEPTABILITY OF WORK. The City 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 City 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 City or the CONSULTANT shall give to the other written
notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a
report which supports their position and file the same with the other party. 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. LENGTH OF AGREEMENT. Completion dates or time durations for
specific portions of the Project are set forth in Exhibit " A ", or as mutually agreed upon by
both parties.
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the
CONSULTANT for this Project, with the exception of computer models developed by
CONSULTANT, whether paper or electronic, shall become the property of the CITY for use with
respect to this Project, and shall be turned over to the CITY in PDF format upon completion of
the Project, or any phase thereof, as contemplated by this Agreement. Computer models
remain the exclusive property of the CONSULTANT.
Contemporaneously with the transfer of documents, the
CONSULTANT hereby assigns to the CITY 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 CITY's prior
authorization regarding reproduction, which authorization shall not be unreasonably withheld.
The CONSULTANT shall, upon request of the CITY, execute any further document(s)
necessary to further effectuate this waiver and disclaimer.
The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANT's
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City s Standard Agreement - June 2008 revision
written work product for the CITY'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 CITY of documents, drawings or specifications
prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14
but only with respect to the effect of the modification or reuse by the CITY, or for any liability to
the CITY should the documents be used by the CITY for some project other than what was
expressly agreed upon within the Scope of this project, unless otherwise mutually agreed.
8. INDEPENDENT CONSULTANT . 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 employee of the CITY and are not entitled to any of the rights,
benefits, or privileges of the CITY's employees, including but not limited to retirement, medical,
unemployment, or workers' compensation insurance.
This Agreement contemplates the personal services of CONSULTANT and the
CONSULTANT's employees, and it is recognized by the parties that a substantial inducement
to the CITY 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 CITY.
Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as
many employees, or subCONSULTANT's, 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 to adhere to the applicable terms of
this Agreement.
9. CONTROL. Neither the CITY 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 herein set forth, and the CONSULTANT expressly agrees not to
represent that the CONSULTANT or the CONSULTANT's agents, servants, or employees are
in any manner agents, servants or employees of the CITY, it being understood that the
CONSULTANT its agents, servants, and employees are as to the CITY wholly independent
CONSULTANT's and that the CONSULTANT's obligations to the CITY are solely such as are
prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The
CONSULTANTin 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
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.
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. 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.
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Citys Standard Agreement — June 2008 revision
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 CITY 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
CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly,
unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that
all products, materials, processes or treatments identified in the project documents prepared for
the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due
diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any
increased costs that result from the CITY'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. 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.
14. CONFIDENTIAL INFORMATION. The CITY 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 CITY. 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 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 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.
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City's Standard Agreement — June 2008 revision
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 CITY. 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 CITY for any damages caused by breach of
this condition, pursuant to the provisions of Section 14.
15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT
agrees to defend, indemnify, and hold harmless 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 CONSULTANT 's
negligent performance of this Agreement.
16. 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 Government Code and
all amendments thereto; and all similar state or Federal acts or laws applicable; and shall
indemnify, and hold harmless the CITY 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 CITY 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.
17. 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:
x 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 ("any auto").
C. Commercial general liability insurance, with minimum limits of $1,000,000
per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising
out of its operations under this Agreement.
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.
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 of cancellation or material change.
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Citys Standard Agreement— June 2008 revision
F. Said policies, except for the professional liability and workers'
compensation policies, shall name the CITY and its officers, agents and employees as
additional insureds, and separate additional insured endorsements shall be provided.
G. 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.
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. In the event coverage is provided by non -admitted
"surplus lines" carriers, they must be included on the most recent California List of Eligible
Surplus Lines Insurers (LESLI list) 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 of such insurance policies in
full force and effect at all times during the terms of this Agreement, the CITY may elect to 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 $10,000 must be
disclosed to and approved by the CITY.
18. 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 CITY shall, in addition, be limited to the amount of attorney's
fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual
amount of attorney's fees incurred by the prevailing party.
19. 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.
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City's Standard Agreement— June 2008 revision
20. TERMINATION. A. This Agreement may be terminated with or without
cause by the CITY. Termination without cause shall be effective only upon 60-day's written
notice to the CONSULTANT . During said 60-day period the CONSULTANT shall perform all
services in accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CITY 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 CITY.
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, with the exception of computer models prepared by the Consultant,
shall immediately become the property of and be delivered to the CITY in PDF format, 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 CITY by the CONSULTANT 's breach, if any. Thereafter, ownership of said written
material shall vest in the CITY all rights set forth in Section 6.
E. The CITY further reserves the right to immediately terminate this
Agreement upon:(1) the filing of a petition in bankruptcy affecting the CONSULTANT ; (2) a
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.
21. 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 CITY:
To CONSULTANT:
Peggy Chapin
Planning Division
City of National City
1243 National City Boulevard
National City, CA 91950-4301
Paul Marra
Sr. Principal & Vice President
Keyser Marston Associates, Inc.
1660 Hotel Circle North, Suite 716
San Diego, CA 92108
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Citys Standard Agreement - June 2008 revision
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.
22. 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 City of National City. 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 or indirect, without first notifying the CITY 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 CITY
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
CITY.
❑ 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 City of National City in a timely manner on forms which the CONSULTANT shall obtain
from the City Clerk.
The CONSULTANT shall be strictly liable to the CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the
CONSULTANT.
23. 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.
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City's Standard Agreement - June 2008 revision
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.
CITY OF NATIONAL CITY
i
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By:
A
ity Manager
APPROVED AS TO FORM:
Keyser Marston Associates, Inc.
(Corporation - signatures of two corporate officers)
(Partnership - one signature)
(Sole proprietorship - one signature)
By: ,/Cud
e
(Name)
AO G Ma k rat
(Print)
V c.e Pre s•Ae�
(Title)
George H. Eiser, III (Name
City Attorney
-
(Print)
(Title)
T- HA-C./Aria /�A,14
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Citys Standard Agreement - June 2008 revision
EXHIBIT A
RFAI I' IAlL
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ADVISORS 1N 14161I(./I'RIVAI RE AI ISIAlt DIVIIUI'MINI
September 12, 2008
Ms. Angela Reeder, AICP, Associate Planner
City of National City, Planning Department
1243 National City Boulevard
National City, CA 91950
,\ ILRIt) )Hit Re: Proposal for Consulting Services
"M lIll ` km, Affordable Housing Density Bonus Analysis
L AIL 1.4R11 ION"
1)1KKII 11. KERN
I1116
1"I I \VI tA1„ItL Dear Ms. Reeder:
It1f111 L.A\VAIIAkA
In accordance with your request, Keyser Marston Associates, Inc. (KMA) is pleased to
submit this proposal for real estate consulting services to the City of National City. It is
our understanding that the City seeks to engage a consultant to assist with an economic
analysis of proposed incentives and waivers requested for the development of property at
2121 Grove Street (Site). This letter outlines KMA's proposed work program, fee
estimate, and schedule for this assignment.
(,1IlAll)M 11tIMiK1I
I':\l1L ( MAIM \ I.
Understanding of Issues
It is KMA's understanding that the Site currently allows for the development of six dwelling
units. The State of California requires cities to grant density bonuses to residential
developments if a portion of the development is restricted to specific affordability levels.
The owner of the Site, Mr. Amold Schmidt (Developer), has requested the City to allow a
35% density bonus on the Site, in exchange for reserving one unit for a Very Low income
household. With the density bonus, a total of nine (9) units would be allowed on the Site.
In addition, the Developer has requested several incentives and waivers as follows:
• Incentive #1: Allow for three homes to be built with three stories
• Incentive #2: Allow the undergrounding of utilities on -site only, instead of on -site
and within one-half width of abutting streets
• Waiver #1: Allow the side yard set -backs of five homes to be less than five feet
1660 HOTEL CIRCLE- NOR III. SUITE 716) SAN DIEGO. CALIFORNIA92108 > PHONE: 7189500) FAX: 619 7189508
W W W.KFYSFRMARSTON.COM
08104ndh
99900.000.003
Ms. Angela Reeder, AICP, Associate Planner September 12, 2008
City of National City, Planning Department Page 2
• Waiver #2: Allow the lot frontage of eight Tots to be less than 50 feet
• Waiver #3: Allow the lot width of seven lots to be less than 50 feet
• Waiver #4: Allow the lot sizes of seven lots to be less than 5,000 square feet
At this time, the City has asked KMA to analyze: (1) the financial feasibility of the project
under three distinct development scenarios, and (2) the economic impacts of Incentive #1
and Waiver #1, respectively.
II. Scope of Services
KMA's work tasks for this assignment are proposed to include the following:
(1) Initiation. At the outset of the assignment, KMA will collect and review available
information related to the incentives and waivers requested by the Developer.
(2) Teleconference #1. KMA will participate in one (1) teleconference with City staff to
confirm and review the development alternatives to be analyzed by KMA.
(3)
Evaluation Matrix. KMA will prepare an evaluation matrix of up to three (3)
development scenarios illustrating the potential economic impact of the proposed
incentives and waivers under consideration by the City. KMA will rank financial
feasibility of each scenario in term of developer return. The three scenarios are
likely to be as follows:
Market Rate
Units
Affordable
Units
Incentives /
Waivers
Scenario A (Base Case):
6 units
0 units
None
Scenario B:
8 units
1 unit
Developer
Proposal
Scenario C:
8 units
1 unit
City "alternate
scenario"
(4) Financial Analysis. KMA will develop financial pro formas to support the evaluation
matrix as needed. The pro formas will assume the development of the Site under
both for -sale and rental housing alternatives. They will reflect local market
conditions and industry standards in terms of land costs, construction costs,
indirect/financing cost factors, and developer/builder returns.
08104ndh
99900.000.003
Ms. Angela Reeder, AICP, Associate Planner September 12, 2008
City of National City, Planning Department Page 3
To assist KMA in the analysis of construction costs, KMA proposes to subcontract
with cost estimator Hunter Pacific Group a DBE/WBE firm specializing in
construction cost estimating.
(5) Incentive Request - KMA will analyze Incentive #1 requested by the Developer to
determine if it results in identifiable, financially sufficient, and actual cost reductions
to the proposed development.
(6) Waiver Request — KMA will review the Developer's request for Waiver #1 and
discuss with City staff the City's planning and design standards, to determine if
Waiver #1 is necessary for the economic feasibility of the proposed development.
(7) Teleconference #2. KMA will participate in a maximum of one (1) teleconference
with City staff to present our preliminary findings.
(8) Draft Analysis Conclusions. KMA will present our conclusions in a draft executive
summary -style memorandum accompanied by supporting spreadsheets.
(9) Teleconference #3. KMA will participate in a maximum of one (1) teleconference
with City staff to receive comments on the draft report.
(10) Final Analysis Conclusions. Upon receipt of the City's comments, KMA will prepare
a final executive summary -style memorandum with supporting spreadsheets.
III. Budget
KMA proposes to provide the services noted above on a time -and -materials basis subject
to the attached schedule of hourly billing rates. We recommend that the City establish a
budget allocation in the amount of $11,000, delineated between KMA and Hunter Pacific
Group as follows:
Keyser Marston Associates, Inc. $10,000
Hunter Pacific Group $1,000 (allowance)
Total $11,000
This budget includes the following deliverables and teleconferences:
08104ndh
99900.000.003
Ms. Angela Reeder, AICP, Associate Planner September 12, 2008
City of National City, Planning Department Page 4
Deliverables:
1. Submittal of one (1) evaluation matrix illustrating the relative financial feasibility of up
to three (3) development scenarios.
2. Submittal of one (1) draft memorandum report outlining our analysis and findings.
3. Submittal of one (1) final report, to be prepared upon receipt of comments on the draft
report from City staff.
Teleconferences:
Maximum of three (3) teleconferences with City staff. Meetings with City staff, the
Developer, and/or public officials have been excluded from the KMA work program.
Meetings, if requested, will be billed on a time -and -materials basis.
IV. Schedule
KMA is prepared to begin work immediately. If authorization is received by Monday,
September 15, 2008, KMA can schedule the Task 7 meeting by Tuesday, September 23,
2008 to review the KMA preliminary findings. This timetable is subject to inputs and
feedback from the City.
* * *
We trust this proposal is responsive to your needs, and look forward to working with you
on this important assignment. Please call if you have any questions regarding our
proposal.
Thank you.
Sincerely,
KEYSER MARSTON ASSOCIATES, INC.
akt,e67Ama._
Paul C. Marra
attachment
08104ndh
99800.000.003
KEYSER MARSTON ASSOCIATES, INC.
HOURLY FEE SCHEDULE
2008/2009
A. JERRY KEYSER* $280.00
MANAGING PRINCIPALS* $280.00
SENIOR PRINCIPALS* $270.00
PRINCIPALS* $250.00
MANAGERS* $225.00
SENIOR ASSOCIATES $187.50
ASSOCIATES $167.50
SENIOR ANALYSTS $150.00
ANALYSTS $130.00
TECHNICAL STAFF $95.00
ADMINISTRATIVE STAFF $80.00
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.
08104ndh
99900.000.003
SEP. 23.2008 12: 49PM KEYSER MARSTON
NO.007 P.2/4
ACM- CERTIFICATE OF LIABILITY INSUf ANCE •,
0 2` z° 01
"'cejt (415) 951-0600 FAX (415) 957-0577
Insurance Services
License No. 0589960
44 Mozlbgomsry St, , 17th 51.
Ben Francisco CA. 94104
' TM CERTIFICATE 15 ISSUED AB A MATTER
AND CONFERS NO RIGHTS UPON
HOLDER. 71it5 CERTIFICATE nose NOT (WEND
HOLDER.
.ALTER THE COVERAGE AFFORDED BY THE
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OF INFORMATION
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EXTEND OR
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THE It48URANCE AFFOTEIED BY THE POLICIES DESCRIBED HEREIN L9 $ABJECT TO All THE TEMA 8X01.USICN8 AND CONDITIONS OF SUCH POLICIES.
AQINN (fE L1WTB SdOWN MAY_t1Avy any 8Uct5) BY PAIR oughts.
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Certificate Rolder is inaloded OS Additional ineured as seepsota Genare1 Liability and Automobile Liability per
ettaobed endorsamanta. Bt Agraoaont to Pro7ideMws goaded" real estate aaoncei0 advie0ry sorvices. Policies
constitute primary insurance as to aertifiaate holder
CPRTIP.1CATlz_NOI.PER
;i COmauslity Development Commission •
City of National City, its officers,
agents, and (=playasd
140 I. 12th Street, Suite E
National City, CA 91950-3312
CANCEI,i.AJION
saouL0 ANY OP WM AOOST eSSOR1OZD mums e8 cpJ1c8.t.E0 swam We
TllrltATION DATE TTiEREOP, mg magma Noma yam. )06VAiddkXYX MAM.
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• ACORD 25 (2001108)
INS025 p1Oay.0ea
SEP.23.2008 12:50PM KEYSER MARSTON NO.007 P.3/4
IMPORTANT
If the certificate holder le an ADDITIONAL INSURIzD, the poliay(les) must be endorsed. A statement on this
certificate dose not confer rights to the certificate holder In lieu of such sndorsomont(s).
If SUBROGATION IS WAIVED, subject to the terms end conditions of the policy, certain policies may require an
endorsement. A statement an this certificate does not oonfer rights to the certifcate holder in lieu of such
endorsement(s).
DISCLAIMER
• The Cartiticate of Insurance on the reverse aide of this form. does not von&Utute a contract between the Issuing
insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively
emend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001MB)
INS026 (ewes
P.goxd2
SEP.23.2008 12:51PM KEYSER MARSTON NO.007 P.4/4
• •POLICY NUMBER: 57UUNUP0340 COMMERCIAL AUTO
. THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY
ADDITIONAL' INSURED
DESIGNATED PERSON OR ORGANIZATION
This endorsement modifies insursnoe 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 axbent of the liability.
B. CANCELLATION
1. If we cancel the policy, we will mall or deliver notice to such
person or organization in accordance with the Common Policy
Conditions.
2. If you cancel the policy, we will mall or deliver notice to such
person or organization.
3. Cancellation ends tt►ls agreement.
BUI114 (1-93)
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KEYSE:R MARSTON ASSOCIATES
ADVISORS IN I'tJBll( /PRIVAIP RLAI ISIAII DIVIIOI'M6NI
September 25, 2008
Ms. Peggy Chapin, AICP
Principal Planner
City of National City
1243 National City Boulevard
National City, CA 91950
Re: Disclosure Regarding Pending Litigation
Dear Peggy:
In response to the proposed agreement with the City of National City and Keyser
Marston Associates, Inc. (KMA), we are disclosing the following pursuant to
paragraphl2.B of the agreement:
KMA has been named in a lawsuit and is vigorously defending the claim. KMA and its
counsel regard the claim as having no merit, and have filed a response seeking to have
the claim dismissed. Further, KMA and its counsel believe that this matter will not have
an adverse effect on the ability of KMA to fulfill any engagements resulting from this
RFP, or on its capacity to undertake future engagements.
There have been no judgments against KMA in the past five years, nor is there any other
pending or threatened litigation against the firm or its principals.
Please contact me if you have questions.
Sincerely,
KEYSER MARSTON ASSOCIATES, INC.
Paul C. Marra
1660HOTEL CIRCLE NORTH,SUITE 716 s- SANDIEGO,CALIFORNIA 92I08 r 110NE:6197189500 b FAX: 619 7189508
W W W.KEYSERMARSTON.COM
08111ndh
16104.004.044
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY POLICY
WC040306
(Ed. 4-84)
Waiver of Our Right to Recover From Others Endorsement - California
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the
work described in the Schedule.
'Elie additional premium for this endorsement shall be 5. 00%ofthe California workers' compensation premium
otherwise due on such remuneration.
Schedule
Person or Organization Job Description
THE CITY OF NATIONAL CITY
1243 NATIONAL CITY BLVD.
NATIONAL CITY, CA 91950
RE: " ECONOMIC CONSULTING SERVICES
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
Republic Indemnity Company of America
Company No. 19739
Insured: KEYSER MARSTON ASSOCIATES INC
Policy Number: 039546-12
Endorsement Number: 41
Endorsement Effective: November 11, 2007
Foram No. WC306 10/93
Printed on: October 16, 2008
I IIIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIII IIII
R:.I 72P
1111111111110111111111111111111111111111111111111
CALIFORNIA
NATIONAL CITY/
INCORPORATED
''��
OFFICE OF THE CITY CLERK
1243 National City Blvd., National City, CA 91950
619-336-4228 phone • 619-336-4229 fax
KEYSER MARSTON ASSOCIATES, INC.
Consultant Services for Affordable Housing Density
Bonus Analysis
Lynn in Planning / Building Forwarded
Copy of the Agreement to the Vendor