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HomeMy WebLinkAboutCD Financial Analysis Services for Northgate Town Square DA Process; First AmendmentFIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH SEIFEL CONSULTING, INC. FOR FINANCIAL ANALYSIS SERVICES FOR NORTHGATE TOWN SQUARE DA PROCESS THIS FIRST AMENDMENT to the Professional Services Agreement by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and SEIFEL CONSULTING, INC. (hereinafter "CONSULTANT"), is made and entered into as of Aug 29, 2024 RECITALS WHEREAS, the CITY and CONSULTANT entered into a Professional Services Agreement dated November 18, 2022 to perform professional services in connection with CITY'S Northgate Town Square DA Process, for an amount not to exceed $74,900 (the "Agreement"); and WHEREAS, under the terms of the Agreement, the Term of the Agreement was to expire on November 18, 2023; however, CITY and CONSULTANT agreed informally that the Term of the Agreement would be extended, and now wish to ratify and memorialize that extension; and WHEREAS, CITY requires additional professional services from the CONSULTANT, and the CONSULTANT is willing to provide such services. AMENDMENT TO AGREEMENT NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows: 1. Article I of the Agreement, entitled "SERVICES TO BE PROVIDED" is hereby amended to include the additional services set forth in CONSULTANT's proposal dated June 12, 2024, attached to this First Amendment as Exhibit A and incorporated herein by reference. 2. Article II of the Agreement, entitled "COMPENSATION" is hereby amended to include additional compensation payable to CONSULTANT for the services described in Exhibit A to this First Amendment, on a time and materials basis in accordance with the Exhibit A, in a not -to -exceed amount of $30,000, and to change the total not -to -exceed amount under the Agreement to $104,900. 3. Article III of the Agreement, entitled "TERM OF AGREEMENT" is hereby amended, effective as of November 18, 2023, to extend the Agreement term by one year, through November 18, 2024. 4. Except as specifically amended herein, all of the other provisions, terms and obligations of the Agreement between the parties shall remain valid and shall be in full force. IN WITNESS WHEREOF, the parties have executed this First Amendment on the day, month, and year first above written. CITY OF SAN RAFAEL Crisfihe Alilovich Cristine Alilovich (Aug 29, 2024 20:56 PDT) CRISTINE ALILOVICH, City Manager ATTEST: fi P. Nuiml itur1(Scp J, 2024 t4f, PDT) LINDSAY LARA, City Clerk APPROVED AS TO FORM: bb2Yt T Eyst2ll? Robert F. Epstein (Aug 29, 02417:02 PDT) ROBERT F. EPSTEIN, City Attorney 2 CONSULTANT Name: Elizabeth Seifel Title: President [If Contractor is a corporation, add signature of second corporate officer] Name: Elizabeth Seifel Title: ' Tresurer DRAFT FOR INTERNAL REVIEW ONLY June 12, 2024 Ms. April Talley and Mr. Micah Hinkle City of San Rafael 1400 5th Avenue 3rd Floor San Rafael, CA 94901 email: Micah.Hinkle@cityofsanrafael.org Re: Contract Amendment #1— Proposed Amendment to Provide Real Estate Advisory Services Related to Northgate Mall Redevelopment Dear Ms. Talley and Mr. Hinkle, Seifel Consulting appreciates this opportunity to continue to provide advisory services to the City of San Rafael regarding the proposed redevelopment of the Northgate Mall, which is also known as Northgate Town Square. We are requesting a contract amendment #1 to our existing contract because the project timeline is being extended through 2024 and additional work needs to be performed prior to the approval of the proposed project and its associated development agreement. The existing contract anticipated that work would be completed during a 6-12 month time frame during 2023, and substantial additional services have been performed at the direction of City staff that have resulted in the expenditure of the existing contract budget amount. The following is a brief summary of work performed as of November 2023. Task 1— Proiect Initiation, Meetings and Coordination Key components of this task have been completed, although the scope of services is anticipated to continue to evolve through 2024: • Gathered and reviewed relevant documents and data provided by City staff and the Merlone Geier development team (MG). • Prepared for and facilitated numerous coordination calls/meetings with City staff, which included review of next steps and the project schedule, and advisory services on the project. • Refined and augmented various components of the work program at the direction of City staff. Task 2— Real Estate Advisory Services (Additional services still needed through 2024) Key components of this task have been completed, although additional real estate advisory services will be needed through 2024: • Reviewed and analyzed relevant information provided by MG regarding the proposed development. • Performed due diligence on MG's development proposal and supporting information provided by MG, including development revenues and costs for both the market rate and affordable housing components of the program. City of San Rafael Northgate Mall Redevelopment Seifel Consulting, Inc. Contract Amendment #1 for Advisory Services December 2023 • Reviewed the draft fiscal analysis prepared by Kosmont Companies on the proposed project and provided comments to City staff, which led to City staff requesting that we perform additional fiscal advisory services as described in Task 4 below. • Performed an initial evaluation of the community benefits being offered by the developer as part of the development agreement, which included discussions regarding whether and how these community benefits would exceed what is required by relevant City requirements for this type of development in accordance with California Government Code Section 65864-65869.5. • Prepared for and attended numerous calls with City staff and City attorney regarding various real estate issues associated with the development agreement negotiations. Task 3— Public Meetings (Additional services still needed through 2024) Some components of this task have been completed, and additional services will be needed through 2024: • Assisted City staff in preparing for the public review process, which included review of relevant sections of the Draft Environmental Impact Report (DEIR) and advisory services related to household size and employment generation. Task 4— Additional Services (Additional services still needed through 2024) At the request of City staff, we performed additional services in collaboration with City staff that included advice regarding the proposed housing program and the preparation of a more comprehensive draft fiscal impact analysis that incorporated significant additional data and analysis regarding the potential impact on the City's General Fund from the Northgate Mall redevelopment. Housing and Communitv Benefit Advisory Services • Performed due diligence on the proposed housing program, which included the assembly and review of relevant market, construction and development data for apartment and townhome units. • Advised on a scope of work for a current residential market analysis for Northgate area plus other areas of the City and coordinated with The Concord Group regarding the preparation of the market analysis, as well as use of the data for the housing and fiscal analysis. • Performed due diligence regarding the proposed affordable housing program described in the Northgate Town Square 2025 Master Plan and 2040 Vision Plan (May 2023). • Prepared a summary financial analysis of the potential developer cost under three alternative affordable housing scenarios: 1) proposed land dedication/EAH affordable housing development, 2) in -lieu fee option and 3) onsite inclusionary housing provision. • Reviewed and refined findings from this analysis with staff to help inform the Development Agreement (DA) negotiations regarding community benefits. • Facilitated calls with City staff, MG and its non-profit development partner, EAH, to clarify MG's proposed land dedication for affordable housing and its development. Fiscal Advisory Services • Prepared a significant update to the fiscal impact analysis (FIA) of the proposed redevelopment of the Northgate Mall, which included the preparation of a detailed FIA model. • Conducted numerous conference calls with City staff regarding the FIA update, which included due diligence review of relevant information submitted by the MG on the proposed project, as well as data provided by City staff regarding historical and existing assessed value for properties included within the project boundaries, as well as retail sales tax generation. • Reviewed the proposed development plans and phasing programs for the 2025 Master Plan and 2040 Vision Plan in relationship to Marin County Assessor data regarding the development parcels, City of San Rafael Seifel Consulting, Inc. Contract Amendment #1 for Advisory Services 2 summarized the development program by land use and phasing, and then developed a series of supporting tables for the FIA model how retail space is demolished and redeveloped. • Reviewed and provided feedback regarding the DEIR regarding the proposed land use and the projected numbers of households and employees. • Prepared and refined projections of the potential service population from the change in residents and employees due to the Northgate Town Square 2025 Master Plan and 2040 Vision Plan. • Gathered and analyzed additional data and reports to inform the fiscal analysis, including data regarding historical and potential retail sales taxes, land prices, number of development parcels, development costs, potential residential and commercial development values. • Prepared and refined a series of FIA tables that document the development program, key assumptions and potential fiscal revenues and costs to the City's General Fund at the build out of the 2025 Master Plan and 2040 Vision Plan. • Prepared several rounds of updated draft summary tables, graphs and supporting appendix tables that summarize the fiscal impact analysis. Given that the work program is anticipated to extend through December 2024, and substantial additional services still need to be performed at the direction of City staff, the following pages present the proposed work program and budget for the proposed contract amendment # 1. Please feel free to contact us with any questions or suggested modification. Sincerely, Elizabeth (Libby) Seifel President, Seifel Consulting, Inc. City of San Rafael Seifel Consulting, Inc. Contract Amendment #1 for Advisory Services 3 Scope of Work Contract Amendment #1 Background Merlone Geier Partners (Project Applicant or developer) is proposing to redevelop the Northgate Mall as a mixed use development in the City of San Rafael (City or Client), which is known as the Northgate Town Square development. The development would include transit -oriented housing as well as interconnected community gathering spaces and retail that would encourage public interaction. Central to this vision is the creation of the new outdoor town square that will serve as the heart of the project, attracting residents throughout the City and new retailers to this one -of -a -kind destination in Marin County. The developer is proposing to enter into a development agreement with the City, which would include the provision of the town square property as a community benefit. Seifel Consulting (Seifel) is requesting a contract amendment #1 to Seifel's existing contract for the Northgate Town Square development to provide the following additional services as requested by City staff Provide additional real estate, housing and fiscal advisory services as directed by staff and summarized below. • Prepare additional work products and attend public meetings through 2024. Task 1.1 Project Coordination Throughout the work effort, we will conduct coordination calls or meetings with City staff and/or the developer as needed to ensure the work is accomplished effectively. These calls or meetings 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 2.1 Real Estate Advisory Services Based on our understanding of the work program, Seifel proposes to perform the following services in collaboration with City staff and legal counsel: • Prepare for and attend meetings with City staff to discuss proposed communication with the developer, negotiation strategies and preparation of the development agreement. • Provide as -needed consultation via meetings or teleconferences with City staff. Task 3.1 Public Meetings Based on our initial understanding of the public meeting process, Seifel proposes to perform the following services: • Assist City staff during the public review process. • Assist City staff in preparing for public meetings, hearings and presentations on the proposed project and potential development agreement to the Planning Commission and City Council. • Present findings and recommendations at two public meetings.. City of San Rafael Seifel Consulting, Inc. Contract Amendment #1 for Advisory Services 4 Task 4.1 Additional Advisory Services This scope of services is based on our initial understanding of our role and tasks to be performed for this assignment. Seifel will provide additional services upon client approval and within a separate additional services budget to be mutually agreed upon, which may include, but are not limited to: • Prepare additional analyses or written products, as mutually agreed upon, which may include a review of submittals by the developer with respect to the use of concession(s) per State Density Bonus law or other proposed components of the development or master plan. • Provide additional advisory services, as mutually agreed upon. • Provide a peer review of documents and fiscal and economic analysis provided by the developer and its consultants, which may be subject to a confidentiality agreement. • Prepare presentations for and/or participate in additional meetings beyond those described above. • Conduct extensive review of supporting data. • Retain additional professional advice to inform the work program, such as the cost estimation or property appraisal assistance. • Review and advise on other related issues and/or documents as needed. In addition to the additional services that were described and approved in our existing contract for Task 4, the following additional services have been requested by City staff as described below in Tasks 4.1A. Task MA Additional Services As directed by City staff, Seifel will prepare the following additional advisory services, economic analyses, work products and supporting materials regarding the proposed housing program, community benefits and the potential fiscal impact on the City's General Fund. Housine and Community Benefit Advisory Services • If needed, update the financial analysis regarding the proposed affordable housing program based on proposed revisions to the development program as of Spring 2024, which summarizes and compares three alternative affordable housing scenarios. • Prepare one updated draft and final version of the supporting financial tables and associated appendix tables based on input from City staff. • Assist staff in preparing a summary of findings for the Planning Commission and/or City Council meeting, which may include the preparation of presentation slides. Fiscal Advisory Services • Update the draft fiscal impact analysis (FIA) that was prepared for the Northgate Town Square 2025 Master Plan and 2040 Vision Plan (submitted in May 2023) to reflect the updated proposed development program to be submitted by Merlone Geier in Spring 2024 and related assumptions. (As agreed upon with City staff, the FIA will continue to be based on the same market values, affordable housing values and General Fund revenue and cost assumptions that were utilized in the draft 2023 FIA tables.) • Prepare updated draft and final versions of the supporting FIA tables and associated appendix tables based on input from City staff. • Prepare for and facilitate conference calls with City staff and/or MG. City of San Rafael Seifel Consulting, Inc. Contract Amendment #1 for Advisory Services 5 • Prepare a draft and final memorandum of findings regarding the potential fiscal impact on the General Fund. • Assist staff in preparing a summary of findings for the City Council meeting, which may include the preparation of presentation slides. Work Products and Schedule As directed by staff, we will provide work products that will include summary tables, graphs, presentation slides, electronic communication of initial findings, memoranda and reports, as directed by staff. All work products will be prepared in electronic PDF format for use by staff and other interested parties. The schedule for delivery of the work products will be discussed and mutually agreed upon with staff. Draft and Final Work Products Housing and Com»uunity Benefit Advisory Services • Preparation offinal draft and final summary tables, graphs and supporting appendix tables. • Presentation slides for public meetings. Fiscal Advisory Services • Preparation of final draft and final summary tables, graphs and supporting appendix tables. • Draft and final memorandum offindings regan ling this analysis. • Presentation slides for public meetings. City of San Rafael Contract Amendment #1 for Advisory Services Seifel Consulting, Inc. 6 Exhibit B: Compensation Seifel Consulting, Inc. bills on a time and materials basis and will continue to maintain its current billing terms through 2024. The contract amendment #1 to complete this additional work is $30,000. The distribution of professional hours and associated additional services budget is shown in the table below. The following table shows the original contract amount and the contract amendment #1. Original Contract Amount $75,000 Basic Services (Tasks 1-3) $50,000 Additional Services (Task 4) $25,000 Contract Amendment Request #1 $30,000 Amendment Budget $30,000 Contingency To Be Determined (TBD) based on additional services City of San Rafael Contract Amendment #1 for Advisory Services Seifel Consulting, Inc. 7 RAF,q�I Z 2 /ryWITH Any CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Community & Economic Development (Planning) Project Manager: April Talley Extension: 3050 Contractor Name: Seifel Consulting, Inc. Contractor's Contact: Libby Seifel Contact's Email: ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City N/A Attorney c/o Laraine.Gittens@cityofsanrafael.org a. Review, revise, and comment on draft agreement 7/16/2024 ❑X 2 City Attorney and return to Project Manager 7/16/2024 ❑X NT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ❑X NT 3 Department Director Approval of final agreement form to send to Click or tap contractor to enter a date. ❑X 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature ❑ N/A 5 Project Manager When necessary, contractor -signed agreement agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 6/17/2024 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 7/31/24 AT Attorney with printed copy of this routing_ form Review and approve hard copy of signed 7 City Attorney City Attorney agreement Review and approve insurance in PINS , and bonds 8 (for Public Works Contracts) Agreement executed by City Council authorized 9 City Manager / Mayor official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager First Amendment - Seifel Consulting - Financial Analysis Services Final Audit Report Created: 2024-08-29 By: Nataly Torres (nataly.torres@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAIjtMCzxUbVEdXcdh7fKbHuGm3nDR4Up 2024-09-03 "First Amendment - Seifel Consulting - Financial Analysis Servic es" History 6D Document digitally presigned by SignNow 2024-07-29-10:28:57 PM GMT- IP address: 199.88.113.8 Document created by Nataly Torres (nataly.torres@cityofsanrafael.org) 2024-08-29 - 11:51:12 PM GMT- IP address: 199.88.113.8 �'y Document emailed to rob.epstein@cityofsanrafael.org for signature 2024-08-29-11:53:27 PM GMT Email viewed by rob.epstein@cityofsanrafael.org 2024-08-30 - 0:01:52 AM GMT- IP address: 73.170.94.56 d0 Signer rob.epstein@cityofsanrafael.org entered name at signing as Robert F. Epstein 2024-08-30 - 0:02:15 AM GMT- IP address: 73.170.94.56 60 Document e-signed by Robert F. Epstein(rob.epstein@cityofsanrafael.org) Signature Date: 2024-08-30 - 0:02:17 AM GMT - Time Source: server- IP address: 73.170.94.56 'y Document emailed to city.clerk@cityofsanrafael.org for approval 2024-08-30 - 0:02:19 AM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-08-30 - 2:16:44 AM GMT- IP address: 172.15.15.145 6© Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi 2024-08-30 - 2:16:56 AM GMT- IP address: 172.15.15.145 6© Document approved by Brenna Nurmi (city.clerk@cityofsanrafael.org) Approval Date: 2024-08-30 - 2:16:58 AM GMT - Time Source: server- IP address: 172.15.15.145 { SAN RAFAEL '—red by �1 Adobe Acrobat Sign E-► Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-08-30 - 2:16:59 AM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2024-08-30 - 3:54:01 AM GMT- IP address: 104.47.65.254 d© Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-08-30 - 3:56:23 AM GMT- IP address: 76.103.109.159 b© Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2024-08-30 - 3:56:25 AM GMT - Time Source: server- IP address: 76.103.109.159 E'► Document emailed to city.clerk@cityofsanrafael.org for signature 2024-08-30 - 3:56:27 AM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-09-03 - 2:36:42 PM GMT- IP address: 104.47.64.254 6© Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-09-03 - 2:36:55 PM GMT- IP address: 199.88.113.8 d© Document e-signed by Brenna Nurmi (for) (city.clerk@cityofsanrafael.org) Signature Date: 2024-09-03 - 2:36:57 PM GMT - Time Source: server- IP address: 199.88.113.8 ® Agreement completed. 2024-09-03 - 2:36:57 PM GMT Powere�'• SAN RAFAEL Adobe " ° Acrobat Sign