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ED Real Estate Advisory and Due Diligence ServicesAGREEMENT FOR PROFESSIONAL SERVICES FOR REAL ESTATE ADVISORY AND DUE DILIGENCE SERVICES This Agreement is made and entered into this 15th day of April, 2015, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Seifel Consulting, Inc. (hereinafter "CONTRACTOR"). RECITALS WHEREAS, The City has been approached by a developer with a proposal to sell or lease the air rights to a downtown parking structure to allow a housing development; and WHEREAS, housing development in the Downtown is a goal of the City through the General Plan and the Downtown Vision; and WHEREAS, the City has long desired to rebuild the parking structure that is reaching the end of its useful life but is an important component of the City's Downtown parking system; and WHEREAS The City of San Rafael requires professional real estate advisory services to assist in valuing the parking structure air rights and provide other due diligence services in connection with the developer proposal; and WHEREAS, City staff does not have the financial expertise in this type of valuation and desires the services of a consultant that has conducted similar economic valuations and structured similar public-private partnership transactions; and WHEREAS, Seifel Consulting, Inc. is qualified to provide these services to the City of San Rafael; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Economic Development Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Elizabeth (Libby) Seifel is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as follows: See the Proposed Work Program in Exhibit A which is surnmarized below for the initial work product: Rev. Date: 1/30/14 Due diligence analysis of the developer's proposal involving a City parking facility and a potential development project in the Downtown to assess whether the developer's proposal represents adequate consideration for the City granting air rights development over the City owned parking garage. Work will include: • Verifying the revenue assumptions of the developer • Evaluating the developer assumptions for construction costs • Evaluating the developer project revenue assumptions • Review compliance with City's affordability restrictions • Assessing the likelihood of the developer obtaining the funding assumed in the pro forma • Presentation of the initial findings at one public meeting such as a City Council study session or a City Council subcominittee meeting • Provide one draft report/financial analysis and one final in electronic PDF format The Contractor and City may decide on additional services at the completion of the initial work. A listing of potential services is shown in Exhibit A. In no case shall the total overall work exceed $15,000, without the additional express consent of the City through an Amendment of this Agreement. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perforin the duties as follows: • Provide information on the entitlement process including housing affordability restrictions • Provide information on the current and projected parking revenues and structure replacement/repair costs • Oversee the progress of the project through meetings and phone conferences as needed and review Contractor reports prior to public release. 4. COMPENSATION. The contractor will be paid on a time and material basis using the contract rates shown in Exhibit A. Contract terms for a not to exceed amount for the term of the contract of $15,000. Contractor will invoice on a monthly basis for all services and all reimbursable expenses incurred during the preceding month. 5. TERM OF AGREEMENT. The term of this Agreement shall be for One year(s) commencing on April 15, 2015 and ending on April 15, 2016. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of One year(s). 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. Rev. date: 1/30/11 B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The CITY and CONTRACTOR agree that the scope of the services and fees does not provide for CITY ownership of materials generated by CONTRACTOR during the course of this assignment due to the confidential nature of the analysis and because the CITY does not require these materials for published reports or for bond or other financial documents. CITY and CONTRACTOR agree that CONTRACTOR will provide such ownership of the documents upon entering into a separate license agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. Rev. date: 1;30'14 3 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount ($1,000,000) dollars to cover any claims arising out of the Contractor's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONT RACTO R's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. Rev. date: 130/14 4 coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policv language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active Rev. date: 1/30/14 5 or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willfiil misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR'S indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by; the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the perfonnance of its duties and obligations under this Agreement. CONTRACTOR shall perforin all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its oflicers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Rev. date: 1/30/14 Agreement, to the other parry. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: Stephanie Lovette, Economic Development Manager City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 TO CONTRACTOR's Project Director: Elizabeth (Libby) Seifel President, Seifel Consulting, Inc. 580 California Street, 12th Floor San Francisco, CA 94194 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached including Exhibit A, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Rev. date: 1/30/14 Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 1 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other tenn, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. Rev. date: 1/30/14 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL NANCY MACKLE, City Manager ATTEST: ESTBER C. BEIRNE, City Clerk :""DIVA_p:_ •_•�U ROBERT F. EPSTEIN, ty Attol 7 Rev. date: 1/30/14 CONTRACTOR V. Title: ) t'eS i d'17L Exhibit A April 3, 2015 Stephanie Lovette Economic Development Director City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Re: Proposal to Provide Real Estate Advisory and Due Diligence Services Dear Ms. Lovette, Seifel Consulting appreciates this opportunity to provide real estate advisory and due diligence services to the City of San Rafael (the City). We understand that Lennar North is requesting that the City grant them air rights above the Lootens parking structure (at 1001 Fourth Street, downtown San Rafael) to allow for the development of housing. Lennar North also proposes to replace and rebuild the current 180 public parking spaces. The purpose of Seifel's initial wont effort would be to help the City determine if the rebuilding of the public parking spaces is adequate consideration -for the granting of the air lights and to help assess the feasibility of other options that the City may have for use of the garage. The initial analysis is to be presented to the City Council Economic Development subcommittee. In addition, the City may also require assistance during the developer negotiation process should the development proposal proceed. For this work effort, we will leverage our experience and knowledge of the North Bay area and of similar public private partnership efforts to efficiently perform this assignment. Our expertise and relevant firm experience are summarized in the accompanying firm qualifications. This proposal includes a work program and fee range for advisory services to be performed and is designed to serve as an exhibit to a contract should you wish to proceed. This proposal is organized as follows: A. Proposed Work Program B. Work Product C. Schedule D. Qualifications E. Oveiview of Compensation F. Contract Provisions Exhibit A: Contract Terms Exhibit B: Firin Overview, Representative Clients, Representative Experience in Infill Development and Public Private Partnerships 580 California Street 12th Floor San Francisco CA 94104 415-618-0700 www,selfel.com A. Proposed Work Program Based on our initial discussions, Seifel Consulting (Seifel) proposes to perform the following tasks during the initial phase, and these tasks will be refined during Task 1. Task 1: Project Initiation and Project Management . We will initiate the project by leading a meeting or conference call to review and refine the work plan with City staff. The key focus of this initial session will be to: • Review the key information that the City has assembled on the project. • Review and refine the scope of sei vices based on a discussion of the City's needs and on an understanding of the available data. • Determine how each work task can best be accomplished. • Compile a master list of any additional data required from the City or from Lemiar North (the developer). • Establish a schedule for the assembly of information and completion of tasks. Throughout the work effort, Seifel staff will communicate via phone and e-mail with City staff and the developer. These meetings/calls will be scheduled periodically and will serve to evaluate the progress of the project work, obtain additional information and review work performed to date. Task 2: Initial Due Diligence Analysis and Valuation Analysis The prime focus of the initial work effort is to perform due diligence on the developer's proposal and to assess whether or not the rebuilding of the public parking spaces represents adequate consideration for the granting of the air rights development over the existing parking garage. During Task 2, we will: • Utilize current data and reports available through the City and/or the developer to verify the revenue assumptions in the pro forma, including any market studies prepared for the developer on this project or other studies performed by The Concord Group and others on other San Rafael projects, as well as readily available market data on residential rents and/or sales prices. • Evaluate the developer's assumptions for hard and soft costs, including overhead, insurance, professional services, financing costs and other soft costs, in collaboration with the City's Building and Public Works Department. (If the City and Seifel determine additional due diligence is required on the hard construction costs, a cost estimator may be retained to evaluate the reasonableness of the hard construction costs.) • Determine how the developer has incorporated allowances for contractor overhead and profit, as well as developer overhead and profit. • Evaluate the developer's revenue assumptions for the project, including rents and other income. • Review compliance with the affordability restrictions and requirements of any of the various funding sources the developer has proposed for the project. • Assess the likelihood of obtaining all of the funding sources assumed by the developer. Ideally, the developer will provide Seifel with an electronic version of its pro forma.. This will allow us to more efficiently evaluate and understand how various assunptions were applied and to verify the calculations. Seifel will keep confidential all information and spreadsheets provided by the developer regarding this development. Based on the findings of due diligence efforts, Seifel may request that the developer explain and/or revise the initial pro forma. Page 2 Task 3. Presentation of Initial Findings Scifelwill prepare materials for and present at one public meeting with the City Council Subcommittee and/or others to discuss our findings and recommendations. For the initial phase of work, the findings will be presented in bullet -point or presentation format accompanied by explanatory tables. Task 4: Additional Services This scope of services• is based on our initial understanding of our role and tasks to be performed for this assignment during this first stage of analysis. Future tasks to be performed as part of Task 4 will be. , outlined at the conclusion of Task 3. Based on our initial understanding of the project and our experience with similar projects, additional services may include some or -all of the following potential tasks: • Analyze the feasibility of providing a use on the ground floor of Fourth Street that would create pedestrian interest, (The current proposal is for a leasing office.) • Assess the impact to the City of the air rights transaction structure (that the developer is proposing) on the use of the garage, maintenance, etcetera. • Assist staff with development of an effective entitlement process. (The developer and City would like to have a mechanism to assure that the air rights are available to the project prior to proceeding with the full entitlement process. This could be an. Exclusive Right to Negotiate, DDA, MOU and/or other such mechanism.) • Evaluate alternative disposition options, which could include long-term ground lease of the property. • Advise during the negotiation process with the selected developer. (This may include additional due diligence and review of the developer's pro fbirria, recommendations regarding specific deal terms and assistance in preparing a development term sheet that clearly articulates the key deal terms.) • Perform sensitivity analyses on residual land value under various assumptions and financing structures. 0 Retain a cost estimator to evaluate the reasonableness of the hard construction costs. Retain a design and/or parking firm to evaluate the reasonableness of the•.dcvelopment proposal from a design and constructability standpoint, • Perform extensive research and analysis on cost, revenue, financing and other development program assumptions to further ensure reasonable assumptions and analytical findings. • Evaluate the proposed project's fiscal, economic and/or community impact. • Advise on related redevelopment issues and/or preparing City documents as needed. • Identify and/or evaluate potential funding sources and/or public financing mechanisms for infrastructure or other componen : ts of the proposed development project. • Prepare additional analyses, written products or drafts, as mutually agreed upon. • Prepare presentations and/or participate in additional public or staff meetings (beyond the meetings outlined in Tasks 1-3). • Provide other advisory services, as mutually agreed upon. These additional services will be billed on a time and materials basis based on the attached billing Yates, upon City's approval of the service and budget amount. Page 3 1 131. Work Product The work product of the first phase of this work effort will be defined in Task 1 but is anticipated to consist of a presentation of findings. Given the nature of the work program, future work products will be defined as work is undertaken, with deliverables for each future task mutually agreed upon by the end of the prior task. We anticipate providing one draft'and one final copy of each work product in electronic (PDF) form. . C. Schedule The timeline for this work effort will be outlined in Task 1 and refined as work progresses. D. Qualifications Seifel helps clients acquire, sell, lease, evaluate and effectively manage their real estate portfolios. Real estate economics is the foundation of our work. 'It is a technical discipline that provides insight into the real estate market through tools such as site analysis, market research, financial feasibility and highest and best use studies. We combine insight into the real estate market with a technical foundation in pro forma cash flow modeling, asset valuation and other analytical methods. We use the analytical tools of real estate economics and urban planning to help owners and developers determine the best development scenario for a property, such as long-term lease, ownership, joint .development and short- or long-term sale. Seifel applies the principles of business and real estate development to'the asset management of properties owned or managed by clients. We evaluate alternative scenarios to determine whether properties should be retained in their current "as is" condition, upgraded to enhance their value, or sold. In summary, Seifel's real estate advisory services include the following: • Site analysis—Evaluate a property's profile to help assess development feasibility and reuse options. • Market analysis - Identify the market opportunities for a variety of land uses. ° Financial feasibility and pro forma analysis—Evaluate a property's short- and long-term revenue potential and how developer/owner risk can be minimized. • Highest and best use studies—Determine how properties can be developed, repositioned or reused to generate the most revenue for the owner. • Developer solicitation, selection and negotiation.. -Develop and manage a property disposition process to attract developers who can achieve a property owner's key objectives and provide the best deal terms for a property owner. • Pttblic private partnersliips—Negotiate with successful development bidders to achieve optimum terms of sale and development of a property E. Overview of Compensation Given the nature of the assignment, it is difficult to precisely identify the budget required to accomplish the work program as it depends on the level of assistance that will be required. Seifel proposes to bill on a time and materials basis for Tasks.1 and 2, up to $10,000, with the budget for Task 3 to be determined based on agreement on the nature of the work product and the amount of meetings required in the first phase. Upon the completion of Task 3, we will work with the City of San Rafael to outline the remaining work to be undertaken and propose an amended budget amount, at that time. Page 4 Contract Provisions The ter is of compensation and general contract ptovisioris, dosbyibed in P,xhibit A, are Incorporated Into this contract by this reference. This.lettet agreement and sttaelted exhibits earistitute a legally binding contract, setting forth the terms and conditiobs under which Seifel (Conttiltantj-Shall pirform sdrvlces fbr the City of San Rafael (Client) in conjunction xvith this worts program. This letter has been signed by Elizabetia Seifel and oned boontdrSigned by you, t•ep.eesents a legally binding contract between us br-will nerve as -an exhibit to a Standard Cid of San Raiadl contract., By=�-- - t Elizabeth (Libby) eifel April 3, 2015 President, Seifel Consulting Inc. By: . City of San Rabiel ]date Page 5 Exhibit A: Contract Terms Seifel Consulting Inc. bills on a time and materials basis, using the following rates for 2015. Billing rates are subject to annual revision. 2015 Hourly Rates (Time) Seifel Consultinq President $250 Senior Managing Consultant $195 Consultant $125. Analyst ' $115 Administrative Support $80 Testimony as expert witness at court Mals, administrative hearings, and depositions will be billed at 200% of the above rates. Expedited work at client's request will be billed at 150% time (Rush Fee). Expenses (Materials) Seifel, Consulting file. bills expenses as follows: • In order to lessen time-consuming paperwork and processing costs, a 2% overhead charge will be added to each invoice to cover a portion of reimbursable expenses, including phone charges, in-house photocopying/printing, delivery charges and miscellaneous other charges under $25. Other costs as itemized below, which differ significantly by client, will continue to be billed separately. • Photocopying/report reproduction charges with a combined total exceeding $25 per month will be billed at 10 cents per black & white single -sided letter page (20 cents'for a ledger -sized page) and one dollar per color single -sided letter page (two dollars for a ledger -sized page), except for bulls reproduction of reports, which is charged on a direct reimbursable basis. • Delivery service charges above $25 per month will be billed at cost. • Travel costs will be billed on a direct reimbursable basis. Automobile mileage charges will be billed based on the Internal Revenue Service Optional Standard Mileage Rate. Other travel and per diem expenses, including airfare, automobile rental and hotel (if necessary) are charged at actual cost. • Interest on all outstanding invoices that are past 30 days will be calculated based on a 10% yearly rate or a daily rate of .0274%. Subcontractor Management Upon client approval, where Seifel Consulting Inc. is managing subcontractor(s), a contract administrative charge of 10610 will be applied to all subcontractor invoices. General Contract Provisions' Invoicing Seifel shall invoice Client on a monthly basis for all hourly services performed and all reimbursable expenses incurred by Seifel during the preceding month. Invoices are due and payable by Client within thirty (30) days of invoice date. Invoices not paid by Client within thirty (30) days of invoice date shall commence bearing interest on the 31st day after invoice date at the rate of 10% per annum until they are paid in full. Elm Delinquent Payment/Work Stoppage If at any time Client is more than thirty (30) days delinquent with respect to an undisputed invoice, Seifel reserves the right to stop performing'senvices under this letter agreement without any liability whatsoever to Client for damages of any kind client may incur in connection with Seifel's work stoppage. Good Faith Disputes In the event of any good faith dispute with regard to aiiy portion of any Seifel invoice, the undisputed portion shall be paid as provided herein. Upon resolution of the disputed portion, any amounts paid to Seifel shall be paid with interest at the rate set forth. above, accruing from the 31st day after the invoice date. Any disputes concerning Seifel's invoices must be addressed by Client in writing to Seifel within thirty (30) days of the invoice date. The absence of any such inquiries within the thirty (30) day period shall b'e deemed an unequivocal acceptance of Seifel's services and an agreement with Seifel's charges for all such services/nnaterials, Client Information Client shall promptly provide Seifel with all of the information, surveys, reports, and professional recommendations requested by Seifel in order to provide its professional services. Seifelmay rely on the accuracy and completeness of these items. Independent Contractor Status It is understood that Seifel, in'performing the services described in this letter agreement, shall act as and be an independent contractor, and not an agent or employee of Client, Nothing in this letter agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee; it is expressly acknowledged that Seifel is not an employee of Client for federal or state tax piuposes. Seifel shall retain the right to perform services for other ventures or concerns during the term of this letter agreement. Confidentiality During the term of Seifel's rendition of services to Client under this letter agreement, both patties will have access to confidential information made available by the other. Each party shall use the confidential information of the other only in connection with this letter agreement, and each party shall protect such , confidential information in the same manner as it protects its own confidential information of like kind, Neither party will use the name, logo or other identifying marks of the party outside of their own organization without the prior written consent of the other party. Neither Seifel nor Client shall solicit, offer work to, employ, or contract with, whether as a partner, employee or independent contractor, directly or indirectly, any of the party's personnel during the term of this letter agreement and for a period of twelve (I2) months thereafter, without the consent of the other party. "Personnel" shall include any individual or company either party employs as a partner, employee or independent contractor and with whom the other party comes into direct contact with during the term of this letter agreement. Limitation of Liability It is expressly understood and agreed that under no circumstances shall Seifel be liable to Client for any errors or omissions in Seifel's work product caused by Client furnishing erroneous, incomplete or misleading data, information, figures, and/or assumptions to Seifel. Neither party shall be liable to the other for any breach under this letter agreement in an amount more than the total fees to be paid Seifel under this letter, agreement. Neither party shall be liable for damages for lost profits, lost business opportunities, lost data or for any consequential exernplaty, incidental, indirect, economic or punitive damages arising out of this letter agreement, however caused, -and whether arising under contract, tort (including negligence) or any other Page 7 theory of liability. Client acknowledges that Seifel's fee structure and other charges have been based upon the inclusion of the immediately preceding sentence in this letter agreement. Ownership of Materials This scope pf services and fee does not provide for Client ownership of materials generated by Seifel Consulting Inc. during the course of this assignment. If Client wishes to secure ownership of the. materials, then a license agreement will be entered into between Client and Seifel Consulting Inc. to provide such ownership. Andrea Gilles From: Sent: To: Cc: Subject: Lisa Goldfien Thursday, April 23, 2015 3:41 PM Andrea Gilles Laraine Gittens RE: Insurance Certificates We don't need the professional liability insurance for this contract. Lisa From: Andrea Gilles Sent: Thursday, April 23, 2015 3:39 PM To: Lisa Goldfien Subject: FW: Insurance Certificates Hi there, Stephanie would like to know if the insurance requirements will be met per Pierre's note below for Professional Liability given that this only a $100 Thanks, Andrea From: pierre capeder rmailto:pierre(@seifel.comj Sent: Thursday, April 23, 2015 3:22 PM To: Andrea Gilles Subject: Re: Insurance Certificates Importance: High Ili Andrea, I was a little out of the loop on this contract until yesterday. In the email chain I see a comment that we don't need Professional Insurance and then I was told by Libby we do? Reviewing the Sample contract: - We can cover all the General, Professional and Auto requirements. - The Professional insurance requirements are very high for this nature of contract. We only currently maintain $1 M Professional policy, however we also carry a $1 M general Umbrella policy to cover gaps. I have requested the insurance Certs., we are currently in renewal (4/25/15 effective), and it may take until next week to receive the new certificates. Do you have the master contract for me to review, it is not standard for us to bind a Agency/ City until I have a master agreement with Libby's signature. Please let me know what is the current need for Professional. Best, Pierre Capeder i imsi,iiiii,J r 580 California, 12th Floor I San Francisco CA 94104 (P) 415.618.0700 x703 1 (F) 415.618.0707 www.seifel.com Real Estate Economics Redevelopment Housing I..hiis unessage is intended for the iiindlicated mcipilent aind may contain information that is priviileged confidential and non -disclosable under appspicaiblla IwN. If YOU recieweid flhg.a message m error„ plleasie email or call our office at 415.518 0700 and then delete all copies of the message Thank you On Apr 23, 2015, at 2:52 PM, Andrea Gilles <Andrea.Gilles a,citvofsanrafael.orl?> wrote: Hi Pierre, Can you tell me when we can expect to receive the required insurance documents for Libby Seifel? We are holding up the processing of her contract until we receive it. Also, please confirm whether or not Libby has Errors and Ommissions coverage. Please email me the information as soon as possible. Thank you, Andrea Gilles Administrative Assistant Economic Development City of San Rafael (415) 485-3383 (415)485-3175 Fax Andrea. s? illesacitvofsanrafael.org iJ I mo, 0 E DA4/23//115 YI PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Whitney 8, Baird ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 55 New Montgomery #625 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR g ry ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Francisco, CA 94105 INSURERS AFFORDING COVERAGE INSURED INSURER A: Ace American Seifel ConsultingInc. t ..y Inurance CQm�a INSURER B TravelerCasu.aliny.... 221 Main Street Suite 420 INSURER C San Francisco CA 94105 INSURER D INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFFECTIVE I TR TYPE OF INSURANCE POLICY NUMBER nATE IMM/DD/YYi POLICY EXPIRATION DATE (MMmnNv1 i LIMITS GENERAL EACH OCCURRENCE � 5 2,000,000 B X COMMERC A GE.NF.RAL LIABILITY ..O FIRE DAMAGE rAny one fro ' s, 300,000 CLAIMS MADE. OCCUR 4658175A 4/25/15 EXP (An person) s5,000 4/25/16 PED ADV INJURY s 2,000,000 GENERAL AGGREGATE S 4,000,000 GEN1. AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP. ?OP AGG S 4,®O_„0�®0® POLICY PE ® LOC AUTOMOBILE LIABILITY 6 COMBINED SINGLE LIM''T s 1,000,®®® ®/ ANY AUTO (Ea accident) I q i ALL OWNED AUTOS 4B58255A 4/25/15 BODILY INJURY 4/25/16 s SCHEDULED AUTOS IPer persow WRED AUTOS BODILY INJURY S i NON OWNED AUTOS (Per accident} V PROPERTY DAMAGE S (Per accidentp GARAGE LIABILITY AUTO ONLY - EA ACCIDENT Y S ANY AUTO OTHER THAN FA ACC S AUTO ONLY. AGO S EXCESS LIABILITY EACH OCCURRENCE S 1,000,000 B X OCCUR CLAIMS MADE AGGREGA'TF s 4B869302 4/25/15 4/25/16 s DEDUCTIBLE. S RETENTION S s WC S ATU- OTH- WORKERS COMPENSATION AND J.S EMPLOYERS' LIABILITY E L. EACH ACCIDENT S F . DISEASE EA EMPLOYEE S El DISEASE - POLICY LIMIT S OTHER $1,000.000 limit A Professional Liability G27444751002 4/25/15 4/25/16 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS The City its officers, agents, employees and volunteers are additional insured with regard to contract with named insured. CERTIFICATE HOLDER X ADDITIONAL INSURED; INSURER LETTER: B City of San Rafael Attn: Risk Manager 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94515-1560 I ACORD 25-S (7/97) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE e ACORD CORPORATION 1988 1:1 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, subject 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). 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-S (7/97) Travelers Casualty Insurance COMMERCIAL GENERAL LIABILITY WITH PRIMARY WORDING Policy 4B58175A&4B58255A CG 2010 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS OR This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: The City of San Rafael, its officers, agents, employees and volunteers (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) 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. Primary insurance Wording It is agreed that such insurance as is afforded by this policy for the benefit of the Additional Insured(s) shown shall be primary insurance, and any other insurance maintained by Additional Insured(s) shall be excess and non-contributory, but only with respects to liability arising out of "your work" for that insured by or for you. C ® DATE / Y) A CERTIFICATE OF LIABILITY INSURANCE I 04!23/23/20152015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject 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). PRODUCER CONTACT LOCKTON COMPANIES NAME: 5847 SAN FELI P E, SUITE 320 1A/_ HO N.NQ. Axtt) ja FAX No HOUSTON, TX 77057 EMAIL ADDRESS: INSURED INSPERITY, INC. 19001 CRESCENT SPRINGS DRIVE KINGWOOD, TX 77339 SEE BELOW INSURERS) AFFORDING COVERAGE NAIC p INSURER A :ACE American Insurance Company 22667 INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:BRRXWSDF REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADbLILTR TYPE OF INSURANCE IIN4D I WVD POLICY NUMBER (MM/DD/YYYYi /MM/DD/YSUBR POLICY EFF POLICY VYY1 LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS -MADE. Ell OCCUR DAMAGE TO RENTED PREMISES LF..a occurrence) S MED EXP @'Any one person) S PERSONAL 8 ADV INJURY S GEN'L. AGGREGATE LIMIT APPLIES PER: GENERAL. AGGREGATE S L....... PELT POLICY LOC PRODUCTS COMPIOP AGG S OTHER', S AUTOMOBILE LIABILITY COMBINED SINGLE L IMIT qEa acoddentk, $ ANY AUTO BODILY INJURY (Per person„ S _......._ ALL OWNED SCHE.',DULEDi BODILY INJURY IPer accident) S AUTOS AUTOS . ....., _.. NON -OWNED PROPERTY DAMAGE S _ HIRED AUTOS AUTOS LPer accident) S UMBRELLA LIAB �.MADE ....., OCCUR EACH OCCURRENCE S EXCESS AGGREGATE S �LIAB DED V RETENTION S S A WORKERS COMPENSATION C48160566 p 10101(2014 10(01/2015 X II PER OTH-' L AND EMPLOYERS' LIABILITY Y/N�__.STATJUTE "I _'.R " ANY PROPRIETORIPARTNER/EXECUTIVE E L EACH ACCIDENT S 1,000,000 OFFICFRNMEMBEREXCLUDED� N!A 1,000,000 (Mandatory ) N EMPLOYEE]S endddescribe der Afyes,, 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY S $ S S S _ S DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) SEIFEL CONSULTING, INC (1084500) IS INCLUDED AS A NAMED INSURED THROUGH ENDORSEMENT, CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of San Rafael Risk Manager 1400 Fifth Avenue P.O. Box 1516 AUTHORIZED REPRESENTATIVE � San Rafael, CAA 94515 94515 Page 1 of 1 ©1988-2014 ACORD CORPORATION. All rights reserved. wnnr�n nr 1-w/n4\ Ti.., cannon ..............1 1...... ...........­....1-.l.....i nfrnDn PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft agreement. 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; bonds, and insurance certificates and endorsements. / 5 City Manager / Mayor / or Agreement executed by Council authorized Department Head official. Xot 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the contracting department. To be completed by Contracting Department: Project Manager: Project Name: Agendized for City Council Meeting of (if necessary): If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.