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HomeMy WebLinkAbout07 CONSULTANT SERVICES AGMT WITH JOHN BURNS REAL ESTATE CONSULTING FOR TUSTIN LEGACY PROJECTREPORT Agenda Item 7 AGENDA Reviewed: City Manager Finance Director MEETING DATE: NOVEMBER 2, 2010 TO: DAVID C. BIGGS, EXECUTIVE DIRECTOR FROM: REDEVELOPMENT STAFF SUBJECT: CONSULTANT SERVICES AGREEMENT WITH JOHN BURNS REAL ESTATE CONSULTING FOR PROFESSIONAL CONSULTING SERVICES FOR THE TUSTIN LEGACY PROJECT SUMMARY Approval is requested for a Consultant Services Agreement (CSA) to provide professional services intended to assist the Agency in refinement and revision of the City's disposition and business strategy for the Master Developer footprint at Tustin Legacy. RECOMMENDATION It is recommended that the Tustin Community Redevelopment Agency: Authorize the Executive Director or Assistant City Manager to execute the attached CSA with John Burns Real Estate Consulting subject to any non-substantive modifications as may be deemed necessary by the City Attorney prior to execution of the Agreement. 2. Appropriate $29,400 from un-appropriated funds in the MCAS Tustin Redevelopment fund (555) to MCAS Tustin Redevelopment Account No. 555-35-00-6010. FISCAL IMPACT As indicated in the City Council Agenda Report of June 15, 2010, it was expected that the Redevelopment Agency would incur expenses for activities associated with revision of the City's disposition and business strategy for the Tustin Legacy Project, including but not limited to, necessary financial analysis, market analysis, legal consultation, real estate surveys, subdivision mapping and engineering services, land use planning and design and other expenses. Support for refinement of the disposition and business strategy for the Tustin Legacy Project is an acceptable use of MCAS Tustin Redevelopment funds. As currently proposed, the services with John Burns Real Estate Consulting services are proposed not to exceed a compensation amount of $29,400. City Council Agency Report November 2, 2010 CSA Agreement-John Burns Real Estate Consulting Page 2 BACKGROUND The staff at the City Council meeting of September 7, 2010 identified the need to obtain additional consultant support for the development of the revised disposition and business plan strategy. Given the highly complex nature of the project and recent economic and real estate market conditions, it was pointed out that the engagement of a number of outside consultant firms with specific expertise in a variety of development, design, and real estate related disciplines will assist the Agency in preparation of a viable business strategy. The anticipated need for outside consultant support included the need for advice on residential market conditions. Attached is a proposed Consultant Services Agreement with John Burns Real Estate Consulting, a firm having extensive experience in residential real estate market analysis both in Orange County and nationally. The firm also has vast knowledge of the Tustin Legacy project. Procuring the services of this firm will benefit the Legacy project in time and cost savings and is the most cost efficient approach given the steep learning curve needed for gaining expertise regarding the project. While there are certainly many qualified experts and firms in the industry that could support the City's efforts, going through an open solicitation process would result in the Agency largely having to pay to educate new firms regarding the complexities of the Tustin Legacy project. Molly Carmichael, a Principal with John Burns Real Estate Consulting, will manage the assignment. John Burns Real Estate Consulting and Ms. Carmichael have been previously engaged by the Agency and City on the Tustin Legacy project in conducting market analysis and product pricing studies. The Scope of Work for Burns will include the following: 1) Demand by Life Stage and Price Range Analysis 2) Current and Future Supply 3) Consumer Preferences by Lifestage 4) Community, Product and Pricing Recommendations 5) Market Projections and Forecast; and 6) A Premium Analysis Retaining the services of this firm will be helpful in understanding how Tustin Legacy's residential uses and products will be positioned and timed to vie with competing residential communities and products in the Orange County market. City Council Agency Report November 2, 2010 CSA Agreements-John Burns Real Estate Consulting Page 3 Should you have any questions, staff will be available to respond. ~~~~~~~ Christine A. Shingleto Assistant City Manager Attachment: Consultant Services Agreement CONSULTANT SERVICES AGREEMENT This Agreement for Consultant Services (herein "Agreement"), is made and entered into by and between the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic, ("Agency"), and JOHN BURNS REAL ESTATE CONSULTING, INC ("Consultant"). WHEREAS, Consultant is qualified to provide the necessary services and has agreed to provide such services; and WHEREAS, City has identified a Scope of Services, a copy of which is attached hereto as Exhibit "A", and is by this reference incorporated herein as though set forth in full hereto (the "Scope of Services"). WHEREAS, Consultant is qualified to provide the necessary services, and has been selected because of its extensive related experience and familiarization with the Tustin Legacy Project and has agreed to provide services to the Agency. NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, Agency agrees to employ and does hereby employ Consultant and Consultant agrees to provide consulting services as follows: SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the "Proposal and Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, (the "services" or the "work"). Consultant warrants that all services shall be performed in a competent, professional and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terms contained in Exhibit "A" and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of the City of Tustin and Tustin Community Redevelopment Agency and of any federal, state or local governmental agency of competent jurisdiction. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Contract, Consultant warrants that Consultant (a) has thoroughly investigated and considered the work to be performed, (b) has investigated the site of the work and become fully acquainted with the conditions there existing, (c) has carefully considered how the work should be performed, and (d) fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should the Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the Agency, Consultant shall immediately inform Agency of such fact and shall not proceed with any work except at Consultant's risk until written instructions are received from the Contract Officer. 1.5 Care of Work. Consultant shall adopt and follow reasonable procedures and methods during the term of the Agreement to prevent loss or damage to materials, papers or other components of the work, and shall be responsible for all such damage until acceptance of the work by Agency, except such loss or damages as may be caused by Agency's own negligence. 1.6 Additional Services. Consultant shall perform services in addition to those specified in the Proposal when directed to do so in writing by the Contract Officer, provided that Consultant shall not be required to perform any additional services without compensation. Any additional compensation not exceeding $10,000 must be approved in writing by the Contract Officer. Any greater increase must be approved in writing by the Executive Director. 1.7 Special Requirements. Any additional terms and conditions of this Agreement are set forth in Exhibits "B", "C" and "D" and are incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B", "C" and "D" and any other provision or provisions of this Agreement, the provisions of Exhibit A shall govern. 2. COMPENSATION 2.1 Compensation of Consultant. For the services rendered pursuant to this Agreement, the Consultant shall be compensated and reimbursed only such amount as are prescribed in Exhibit C, in an amount not to exceed Twenty Nine Thousand Four Hundred Dollars ($29,400). 2.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall no later than the first working day of such month, submit to Agency in the form approved by Agency's Director of Finance, an invoice for services rendered prior to the date of the invoice. Agency shall pay Consultant for all expenses stated thereon which are approved by Agency consistent with this Agreement, no later than the last working day of said month. 2.3 Changes. In the event any change or changes in the work is requested by Agency, the parties hereto shall execute an addendum to this Agreement, setting forth with particularity all terms of such addendum, including, but not limited to, any additional Consultant's fees. Addenda may be entered into: 2 A. To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product or work; B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 2.4 Payment for Changes. Changes approved pursuant to an Addendum shall be compensated based on a time and materials amount and at the personnel hourly rates included as Attachment 1 of Exhibit "C", or a not to exceed amount as determined in writing by the parties. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed within any time periods prescribed in any Schedule of Performance attached hereto as Exhibit "D". The extension of any time period specified in or pursuant to Exhibit "D" must be approved in writing by the Contract Officer. 3.3 Force Maieure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if the Consultant shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 Term. Unless earlier terminated in accordance with Section 7.7 of this Agreement, this Agreement shall continue in full force and effect until satisfactory completion of the services but not exceeding one (1) year from the date hereof, unless extended by mutual written agreement of the parties. 3 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following Principal of the Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: John Burns, President John Burns Real Estate Consulting, Inc. 16485 Laguna Canyon Road, Suite 130 Irvine, CA 92618 Phone: (949) 870-1200 FAX: (949) 870-1299 It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Principal is a substantial inducement for Agency to enter into this Agreement. Therefore, the foregoing Principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing Principal may not be changed by Consultant without the express written approval of Agency. 4.2 Contract Officer. The Contract Officer shall be the Assistant City Manager of the City of Tustin unless otherwise designated in writing by the Executive Director of Agency. It shall be the Consultant's responsibility to keep the Contract Officer fully informed of the progress of the performance of the services and Consultant shall refer any decisions which must be made by Agency to the Contract Officer. Unless otherwise specified herein, any approval of Agency required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the Agency to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the Agency. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of Agency. 4.4 Independent Contractor. Neither the Agency nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of Agency and shall remain at all times as to Agency a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Agency. Consultant shall be 4 solely responsible for compliance with State and Federal Law with respect to the wages, hours, benefits, and working conditions of its employees, including requirement for payroll deductions for taxes. Employees or independent contractors of Consultant are not Agency employees. 5. INSURANCE /INDEMNIFICATION 5.1 Insurance. A. Consultant shall maintain in full force and effect during the term of these Agreement policies of commercial general liability and automobile liability insurance (each of which shall include property damage and bodily injury) and each with limits of at least $1,000,000 combined single limit coverage per occurrence. B. Consultant shall maintain in full force and effect during the term of this Agreement a policy of professional liability insurance coverage with limits of at least $1,000,000 combined single limit coverage per claim or per occurrence. If Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement or to cover claims made within five (5) years of the completion of Consultant's service under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least five (5) years after completion of Consultant's services under this Agreement. Consultant shall also provide evidence to the Agency of the purchase of the required tail insurance or continuation of the professional liability policy by executing the attached Letter Agreement on Consultant's letterhead. C. Consultant shall carry and pay for such workers' compensation insurance as is required fully protect Consultant and its employees under California Worker's Compensation Insurance Law. The insurance company shall agree to waive all rights of subrogation against the Agency for losses paid under the policy, which losses arose from the work performed by the named insured. D. Other applicable insurance requirements are: (1) Name the Agency, its officials and employees as an additional insured on the commercial, general and automobile policies. (2) The insurance shall be issued by a company authorized by the Insurance Department of the State of California and rated A, VII or better (if an admitted carrier) or A-, X (if offered, by a surplus line broker), by the latest edition of Best's Key Rating Guide, except that the Agency will accept workers' compensation insurance rated B-VIII or better or from the State Compensation Fund. (3) The Insurance shall not be cancelled, except after thirty (30) days written prior notice to the Agency; and (4) The commercial general and automobile liability insurance shall each be primary as respects the Agency, and 5 any other insurance maintained by the Agency shall be in excess of this insurance and not contribute to it. E. Upon execution of this Agreement, Consultant shall provide to Agency certificates of insurance and insurer endorsements evidencing the required insurance. Insurer endorsements (or a copy of the policy binder if applicable) shall be provided as evidence of meeting the requirements of Subsections (1 ), (3) and (4) of Section D above and the waiver of subrogation requirement in Section C above. If self-insured for worker's compensation, Consultant shall submit to Agency a copy of its certification of self-insurance issued by the Department of Industrial Relations. 5.2 Indemnification. The Consultant shall defend, indemnify and hold harmless the Agency, its officers and employees, from and against any and all actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorneys' fees, for injury to or death of person or persons, for damage to property, including property owned by Agency, arising from errors and omissions of Consultant, its officers, employees and agents, and arising out of or related to Consultant's performance under this Agreement, except for such loss as may be caused by Agency's sole negligence or that of its officers or employees. The Consultant shall also defend, indemnify and hold the Agency harmless from any claims or liability for Agency health and welfare, retirement benefits, or any other benefits of part-time or fulltime City employment sought by Consultant's officers, employees, or independent contractors, whether legal action ,administrative proceeding or pursuant to State statue. 6. RECORDS AND REPORTS 6.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 6.2 Records. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit and make records and transcripts from such records. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of this Agreement shall be the property of Agency and shall be delivered to Agency upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by Agency of its full rights or 6 ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. 6.4 Release of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7. ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions conceming any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of Califomia, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party cures any default within ninety (90) days after service of the notice, or if the cure of the default is commenced within thirty (30) days after service of said notice and is cured within a reasonable time after commencement; provided that if the default is an immediate danger to the health, safety and general welfare, the Agency may take immediate action under Section 7.6 of this Agreement. Compliance with the provisions of this Section shall be a condition precedent to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured. 7.3 Waiver. No delay or omission in the exercise of any right or remedy of anon-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of Agency shall be deemed to waive or render unnecessary Agency's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7 7.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment or any other remedy consistent with the purposes of this Agreement. 7.6 Termination Prior to Expiration of Term. The Agency reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant, except that where termination is due to the fault of the Consultant and constitutes an immediate danger to health, safety and general welfare, the period of notice shall be such shorter time as may be appropriate. Upon receipt of the notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. 7.7 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, Agency may take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated, provided that the Agency shall use reasonable efforts to mitigate damages, and Agency may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed to Agency. 7.8 Attorneys Fees. If either party commences an action against the other party arising out of or in connection with this Agreement or it subject matter, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 8. AGENCY AND CITY OFFICERS AND EMPLOYEES; NON- DISCRIMINATION 8.1 Non-Liability of City Officers and Employees. No officer or employee of Agency or City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the Agency or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, national 8 origin, or ancestry. Consultant shall take affirmative action to insure that applicants and employees are treated without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9. MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. To City: TUSTIN COMMUNITY REDEVELOPMENT AGENCY 300 Centennial Way Tustin, CA 92780 Attention: Assistant City Manager (Contract Officer) To Consultant: JOHN BURNS REAL ESTATE CONSULTING, INC 16485 Laguna Canyon Road, Suite 130 Irvine, CA 92618 Attention: John Burns, President 9.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 9.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this 9 Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. "Agency" Dated: TUSTIN COMMUNITY REDEVELOPMENT AGENCY By: David C. Biggs Executive Director APPROVED AS TO FORM: Doug Holland City Attorney "Consultant" John Burns Real Estate Consulting, Inc. By: John Burns President S:\RDA\Consullants at LegacyJohn Burns Real Estats Consulting\John Burns RE Consulting (CSA) NOV 2.docx 10 EXHIBIT "A" "Scope Work/Services" (Insert Consultant's Letter date October 21, 201`0] 11 JOHN ~BV~;Ns REAL ESTATE CONSULTING 16485 Laguna Canyon Road, Suite 130 * Irvine, CA 92618 * Tel: (949) 870-1200 * Fax: (949) 870-1299 October 21, 2010 Christine Shingleton Assistant City Manager CShin leg_ton~Ltustinca.org Subject: Tustin Legacy Market Analysis, Planned Community Pricing and Absorption and Depth of Buyer Demand Dear Christine, John Burns Real Estate Consulting, Inc. is pleased to present this proposal to provide market research consulting services to the City of Tustin. Our consulting services will help you make strategic decisions regarding market demand and product pricing recommendations for Tustin Legacy. Our proposed fees for the comprehensive scope of work outlined in this proposal are $29,400 and are designed to give you confidence in the success of your Tustin Legacy project. Phase I: I. Demand by Life Stage and Price Range Analysis: $4,800 for Orange County and for the Irvine/Tustin submarket as defined by JBREC. 2. Current and Future Supply: $3,600 to identify major current and future new home competitors and to comment on estimated price ranges, densities, timing and competitive positioning. 3. Consumer Preferences by Lifestage: $5,500 includes an analysis of our recent Orange County consumer study and the relationship to the Tustin Legacy masterplan. We will define consumer priorities and preferences for product and community in the Orange County market. Our proprietary consumer data, which addresses home buying sentiment and preferences, was collected within the last two months. Tustin Legacy October 21, 2010 Page 2 4. Community, Product and Pricing Recommendations: $9,500 includes community and product recommendations for the Tustin Legacy masterplan, which includes a total of 2,105 new homes. The residential segmentation will take into consideration the two neighborhoods - Neighborhood G is in the northwest portion of the site with a more suburban environment and Neighborhood D of the site with more of a denser, urban environment. We will also include the affordable component as defined in the scope of work enclosed. 5. Market .Projections and Forecast: $2,500 includes a price and absorption forecast for 2011-2020, along with the detailed description of the market dynamics that support our forecast. Along with this analysis, we will include two sets of pricing and absorption projections that represent a conservative and an aggressive absorption strategy for this Tustin Legacy community. 6. Premium Analysis: $3,500 includes a premium matrix that illustrates the premium relationships given the current and recommended masterplan structure. This includes adjacency to the park, The District, Metrolink, etc. Our Building Market IntelligenceTM analysis provides clients with an increased level of confidence in the decisions they are making -far more confidence than with the typical industry feasibility studies. This proposal contains seven sections: 1. Background and Objectives 5 2. Scope of Work 6 3. Deliverables and Timing 7 4. Experience BACKGROUND AND OBJECTIVES Fees and Time Requirements Terms and Conditions Acceptance The following is the background and objectives as defined by the City of Tustin's team: The Tustin Legacy project will be awell-defined 820-acre community master planned to be a dynamic urban activity center in the heart of Tustin Legacy. Plans include 2,105 new homes, a maximum of 6.7 million square feet of non-residential space, new roadways and infrastructure and significant parkland and open spaces, including a 2-mile long linear park. The residential development will be in two neighborhoods with the total number of units and density ranges limited to the current Plan limits. Neighborhood G is in the northwest portion of the site which will be a more suburban environment and Neighborhood D is at the south central portion of the project to be in a more urban, denser environment. There also restrictions in the Plan related to units in each of the above neighborhoods required to be constructed and available for-sale and/or rental to Tustin Legacy October 21, 2010 Page 3 and .occupancy by Very Low Income Households, Low Income Households, and Moderate Income Households (the "Affordable Units"). In Neighborhood G, a total of 1,214 units are authorized, of which 640 must be at the Low Density range of 0-7 dwelling units per acre, 382 units at the Medium Density range of 8-15 dwelling units per acre, and 192 units at the Medium High Density range of 16- 25 dwelling units per acre. Restrictions in the Plan and environmental documents also limit the development by phase as follows: Phase 1 limits are 382 dwelling units in the Low Density range, 220 in the Medium Density range, and 192 in the Medium-High Density Range. Of the 1,214 units in Neighborhood G, a total of 257 units (represents 21.2% of the units) must be Affordable Units, with a minimum of 73 Very Low Income Units, 42 Low Income Units and 142 Moderate Income Units. Residential Development in Neighborhood G is also limited to 192 apartments. However, this is an area that has minor amendments to the plan that may be possible, if there is stronger market support for some minor increases in the number of apartments permitted based on current and near-term market conditions. In Neighborhood D, a total of 891 units are authorized, of which all may be in the Medium High Density Range. However, density calculations in Neighborhood D permit utilizing the total gross acres throughout the neighborhood to determine density, not just an individual residential development site. This has the effect of permitting densities that could be significantly higher and denser in this neighborhood on any one site, as long as the total number of units permitted in the Neighborhood is not exceeded. Restrictions in the Plan and environmental documents also limit the development by phase in this neighborhood as follows: Phase 1 limits are 862 units and Phase 2 limits are 29 units. Of the 891 units authorized in Neighborhood D, 196 units (represents 22% of the units) must be Affordable Units, with a minimum of 53 Very Low Income Units, 53 Low Income Units and 90 Moderate Income Units. Residential Development in Neighborhood D is also currently limited to 123 apartments. However, minor amendments to the plan may be possible and have already been discussed with elected officials. The City will define if there is stronger market support for some minor increases in the number of apartments permitted based on current and near term market conditions. Up to additional 192 apartment units instead of ownership units have been discussed. The City has also previously discussed the potential for allowing a density bonus under State law based on AB 2280. Tustin Legacy October 21, 2010 Page 4 The location and existing plan is shown as follows: The current Plan would also permit a transfer of up to 10% of units between any one of the neighborhoods above. One of the most exciting components of the new development will be a vibrant "Urban Community Core," apedestrian-oriented, mixed-use district that integrates a variety of uses and activities including retail, restaurant and entertainment uses, hotels, for-sale and apartment homes and offices. This mixed-use district is intended to be eclectic, diverse and urban in nature. SCOPE OF WORK Our scope of work for the subject study is based on the scope of work defined by the City of Tustin dated October 1, 2010. Our scope includes the following: New Housing Demand Study and Projection by Price Range for Orange County with the Tustin Legacy project submarket defined and broken out separately. We will include assumptions related to mobility rates, foreclosure, resale activity, and other necessary components should be included. We will include historical data, where appropriate, to provide anticipated trend context. Our demand model includes all of these factors, as well as demographic shifts. We will define the current and future supply within the County. This will include projected timing, densities, submarkets and anticipated price ranges in as much detail as we are able to disclose and where available. This will be limited to larger projects and master planned communities that are projected to be active in the Tustin Legacy October 21, 2010 Page 5 marketplace from 2011 to 2020. This will include (as offered and approved) Heritage Fields, Irvine Company neighborhoods and the Ranch Plan. We will include recommended absorptions and price, based on our proprietary demand model. It will take into account new housing demand, current and future supply, etc. We will identify the potential project absorption for the current (i.e., more distressed market) and our projection for absorption during. normalized market conditions. We will also include our projected recovery timeframe with our analysis. We will provide an array of recommended segmented products within the density ranges identified that would be projected to be most responsive to market trends. This will include a narrative description of said products, recommended base pricing for the products and how they fit into the projected absorption rates. This includes a review of 5-7 conventional single-family detached product types, three small-lot, detached single-family products ranging from 8 to 15 dwelling units per acre, four "for-sale" multifamily products ranging from 10 to 45 dwelling units per acre and two "for-rent" product types ranging from 700 square feet to 1,800 square feet at 25 units per acre and up to 45 units/acre, none to be with podium parking (but either surface parked or Texas-wrapped). We will make variations, where necessary, in order to optimize our recommendations. • Since part of the new strategy may include a significant commitment to "Affordable Units" as defined by Federal and State statutes, we will include in the study comments and recommendations on the best product array to include these Affordable Units, in order to enhance the feasibility of the project as a whole. • We will include two sets of pricing and absorption projections that represent a conservative and an aggressive absorption strategy for this Tustin Legacy community. • We will include a projection of appreciation included and covering the timeframe of 2011 - 2020. Exhibits included should highlight current housing sales activity and how the proposed product array would be positioned in the market. • We will consider an Age-Qualified (AQ) product that could potentially be included within the product array if the team feels it is an appropriate option for consideration. This will include a brief commentary regarding a benchmark community model that would correspond to the recommended AQ product. • We will include a premium matrix illustrating the potential to earn positive premiums, such as adjacency to a major park, location on a cul-de-sac, proximity to elementary schools, proximity to a Metrolink station, proximity to The District (The 1,000,000 SF commercial project of Vestar), etc. We would also comment Tustin Legacy October 21, 2010 Page 6 on negative premiums, such as the Tustin High School or sound created by traffic on Jamboree Road or overflights to Orange County Airport. Our analysis will define the following: • New housing demand by price point for Orange County and the Irvine/Tustin submarket. This includes analysis of household composition in the market area to determine the depth of annual home buying demand for each of the following seven household segments by price range: o Singles without Kids o Couples without Kids o Empty Nesters o Retirees o Families with an oldest child < 5 years old o Families with an oldest child in elementary school (between 5 and 11) o Families with an oldest child in high school (12 - 17) o We will provide analysis and conclusions of the data and the correlation with the corresponding psychographic data in order to provide an in-depth understanding of who the buyer is in this area and the depth of the buyer pool. • An overview of current and future supply from key competitive master plans in Orange County. • The projected absorption schedule for proposed communities, assuming a beginning date of 2011. • A recommended product array with base pricing, sales rates and product descriptions. Additional consideration, as it relates to the overall product segmentation and values, will be as follows: o Density Trade-Offs: We will consider alternatives to the current product segmentation plan and provide recommendations in order to maximize the overall revenue for the Tustin Legacy Plan. o Two Pricing and Absorption Scenarios: We will provide a conservative and an aggressive absorption strategy for Tustin Legacy, including projections of appreciation from 2011 to 2020. o Affordable Housing: We will identify the impact of affordable housing as currently proposed. We will make recommendations on alternative considerations in order to maximize revenue overall. o Age-Qualified Housing: We will consider age-qualified product and amenity selections and make recommendations regarding its viability in this development. Tustin Legacy October 21, 2010 Page 7 We will collect the following information: • Competitive Communities: Information on currently selling and recently sold- out upscale projects in communities where buyers would also consider living, including: community amenities, lot sizes, and sales rates; • Competitive Homes: Information on all floor plans in the most competitive currently selling new homes, including: home dimensions, room counts, prices, incentives, and premiums of each floor plan; • Future Competition: Information on proposed new home comparables, including location and likely timing as available and approved to share; • Historical Buyer Trends: A review of historical data for home buyers in the area as to their preferences, including: price, size, amenities, etc.; • Buyer Profiles: Home buyer and renter demographic profiles in the area, including an estimated distribution of your likely buyer profile (e.g. 40% young couples, 10% retirees, etc.) and the number of each who currently reside in the target market area versus outside the area; • Realtor Interviews: Discussions of the following key points with at least 10 realtor and new home sales agent experts on Tustin and the current Villages of Columbus: A) Defining price sensitivities: Where are the price resistance points and what house/community features positively/negatively impact them? B) Determining where buyers will relocate from C) Determining what buyers are looking for in product and community design for this particular location D) Determining what community features are most desired, including: i. Neighborhood amenities ii. Lot size iii. Exterior features iv. Garages v. Personal outdoor space vi. Luxury expectations E) Evaluating buyer motivations, needs, expectations and trade-offs. • Depth of Demand: Information on qualification ability, including income profiles and home equity gains, and LTV in the target market areas that we will define. Demand Collection Tustin Legacy October 21, 2010 Page 8 We will collect the following information and data to help with the strategic recommendations: i. Demographic: Multiple tables of very detailed historical and 5-year projected demographic data for each of the metropolitan areas, including • Age distribution and population • Ethnic changes • Psychographics (analyzing the attitudes in each submarket) • Homeownership trends • Household composition trends (families, singles, etc.) ii. Income: Income trends by submarket to determine what segments are growing, including: • Working class distribution • Household distribution by income • Largest-growing income brackets iii. Employment: Historical and projected office and industrial construction by submarket (definitions of areas will vary slightly from other areas) to determine where jobs are locating and what new suburban employment centers are emerging, and an estimate of the employment growth in these areas (specific city job numbers are not available in a reliable way beyond this). • Current employment base -size and industries • Projected job growth • Job income levels • Future growth potential, including major industry outlook • Business culture • Major cultural backgrounds of buyers and laborers • Major social organizations, including religions, universities, etc. iv. Housing Market Cycle: Metro area housing trends that impact demand, including: • Cyclical history -permits, prices, total sales volume • Equity in existing homes • Affordability in comparison to own history • submarket areas with heaviest distress Tustin Legacy October 21, 2010 Page 9 v. Depth of Demand: • Total New Home and Resale volume by price range • Number of renters who can afford to buy Current and projected buying activity by price point and household composition for each of the submarkets. We will analyze the household compositions to determine the depth of annual home buying demand for each of the following seven household segments in major price categories: ^ Singles without Kids ^ Couples without Kids ^ Empty Nesters ^ Retirees ^ Pre-K Families (oldest child < 5 years old) ^ Elementary Families (oldest child in elementary school -between 5 and 11) ^ Mature Families (with an oldest child in high school -between 12 and 17) We will also reconcile all of the detailed census data with actual home sales volume by price range to re-create home buying activity by price point in 1999. We will roll forward 1999 demographic data to 2010, assuming aging in place and the most accurate net migration assumptions. We will overlay the actual sale volume by price range over the last 12 months and the volume anticipated for the next 12 months to determine the current and future home buying demand by price range for each of the 7 household segments. You will receive useful tables such as the following that can be used to target the right consumer segment for each price range and product type. Price Young Fntnilles Eletn. Fattrilies 17:atnre F~tnilies Conpies ~~45 Singles Empt~~ \esters Retlrees Totnl % of Total iJnclzr 5300.000 75U 1.191 1,095 1,407 1,5 9 921 5.010 11,913 14.0°'0 $200.000 -$250.00( 760 1.5-1' 1.03? 3,916 2,475 1.315 1?94 12,364 14.5°'0 5'250.000 - 5300.00 1.9?S 2.900 2.6'6 :i,D3$ 1.69; 3.901 2.29: 17,47] 20.5°0 $300.000 - $350.00 1.19 2.160 1.4'5 2.?95 1.144 4.182 1.06' 14.017 IC..4°4, $350,(.100 - 54Ct0,00( 812 1,330 L738 1.104 3>8 3,189 481 9,010 10.6°~ $4t}O.OOt7 - $Si}0.110 S95 1.166 '_.Sd6 9S5 33fi 3.45 -15- 9,509 11.20;0 D~'er $500.000 4~7] i.G33 3.OS0 1.334 942 3.559 L10 10,970 129°0 Ionils 6,580 11,927 13,633 14,545 7,986 19.852 10,73U 85,259 lOQO°o o.~b oY Total 5°'0 14°'u 16°-0 1'90 9°'b 23°6 1 Zo,o 100°-0 We will calculate the total annual housing demand by price point for each of these groups for every year through 2020. By performing these calculations annually, you will have confidence that the information is valid and you will be able to plan for the future with more confidence. Tustin Legacy October 21, 2010 Page 10 Detnwd 5304,000 - 53j0,040 bt' Li£e Stage ^ ?fl06 ^ 2007p o 200Sp ^ ?009p ^ ?014p ^ 2011 p 6.000 1 000 _.. __., . . ~ Q00 , l . W r 3 440 . _ 009 i i , L004 0 ~ I -_ ~~ I ~ ~~ j f~ ~ ~ Yo~ig Elem. Wiarirz Couples 3~ Sutaes Empty Retirezs Families Fatmltn Familizs _sters We will calculate the annual growth of all household segments, so you will know which are growing, regardless of economic conditions. We will analyze the information collected and consider other trends we see developing in the Tustin market to provide enhancements to you regarding optimal product and positioning. We will provide to you recommendations on base home prices that will achieve the two scenarios defined herein. We will also: • Plot our price recommendations on a chart comparing our recommendations to sales in the new home market. The legend will include sufficient detail for you to follow the logic we used to make our conclusions. • Prepare a comparison of monthly payments. • Write a concise analysis supporting why our recommendations should provide you with the greatest return on your investment. Steps 3 and 4: Analysis and Conclusions We will analyze the information collected and provide you with our knowledge of the individual market conditions, including: • Location: Assessing the location issues and determining how location will impact price and absorption; • SWOT Analysis: Determining the community's potential Strengths, Weaknesses, Opportunities and Threats; Tustin Legacy October 21, 2010 Page 11 • Positioning: Visiting key actively selling new home projects in the area and compiling and analyzing information on sales rate, price, price per square foot, and monthly payments; • Success Factors: Determining the reasons certain new home communities are selling better than others and searching for unmet demand; • Resale Market Anal Collecting and analyzing information on recent resale closings in the area; • Premiums/Discounts: Determining the appropriate discount /premium to apply over other projects currently selling in the market; • Pricing: Determining the appropriate base prices and price per square foot for each floor plan and achievable rates of sales per product segment; • Consumer Preferences: Determining what consumers want and will pay for in community, home, and product configurations. JBREC recently completed a consumer study in Orange County for consumers by lifestage and price point. We customize our analysis for this community in order to determine the right product and community positioning. • Psychographics: Determining the buyer segments, the number of households, their expectations, likes and dislikes; and • Any additional information that should be collected to assist with the development of the conclusions. Our conclusions will be based upon facts that we can collect, as well as opinions we have formed from our research in the market. The results of this research should significantly reduce the risk associated with making important pricing decisions in the competitive residential housing market environment. Our conclusions will include a summary of our findings, the depth of demand for the product types, and marketing strategies that will assist in achieving your sales goals, including writing a concise analysis supporting why our recommendations should provide you with the greatest return on your investment. Step 5: Decisions Our objective is to arm you with the information you need to achieve your goals. Therefore, the fifth step is to work with you to develop conclusions and recommendations regarding Tustin Legacy. Tustin Legacy October 21, 2010 Page 12 DELIVERABLES AND TIMING The final deliverable will be a written report that will include the information and analysis needed to support the conclusions. Exhibits that support the conclusions will be provided. Upon completion, we will issue five hard copies of the draft report along with an electronic PDF report. The timing of the report is as follows: • DRAFT, Pricing Recommendations for Area D and G November 12`h • FINAL REPORT December 1 S` EXPERIENCE We are the most qualified to help you make the right decisions to maximize the Tustin Legacy value and overall investment. John Burns Real Estate Consulting is uniquely qualified to assist you with this assignment. Our highly educated and experienced staff believes in providing the highest-quality service possible to our clients, which means completing the exact analysis they need quickly, accurately and cost-effectively. Our firm is designed to provide the best tools exclusively to the home building industry in order to maximize your investment and minimize your risk for both the short and long term. We specialize in assembling a plethora of accurate information into understandable formats that decision makers can use to determine strategies and make decisions. Mollie Carmichael, Principal, will manage this assignment. Mollie has been a practitioner for more than 20 years working with developers, builders, and an advertising and marketing company. Her marketing experience includes working on all aspects of market intelligence for both the home builder and developer in the real estate market. This includes feasibility analysis, market studies, product research and development, consumer and product segmentation, consumer research, tactical media planning, model and sales office merchandising, event planning, and competitive research and all aspects of product and community planning. She has a variety of expertise from land acquisition, tactical and strategic marketing, as well as conducting consumer research. During her tenure in both the developer and homebuilder worlds, she conducted more than 15 years of consumer research specializing in the associated value relationship of product and purchase behaviors. Her expertise includes not just what consumers want, but also the value they place behind their decision making. Prior to joining John Burns Real Estate Consulting, she has worked as the Vice President of Sales and Marketing for Lennar, Vice President of Strategic Marketing for some of the best companies in the industry - Centex Homes, Kovach Marketing, Pulte Homes and Del Webb -and Vice President of Residential Product Planning for The Irvine Company. Mollie is a practitioner and Tustin Legacy October 21, 2010 Page 13 homebuilder at heart. Her primary goal is to help builders and developers strategically maximize their profit and position for success in any given market from both the practitioner and consumer point of view. John Burns, CEO, is the founder of our consulting firm and will review the conclusions with Mollie. Prior to founding the company, John managed KPMG Peat Marwick's Orange County Real Estate Consulting practice for six of his ten years at KPMG, and managed custom consulting assignments and developed several market monitoring subscription products for four years at The Meyers Group. He has a M.B.A. from the University of California, Los Angeles and a B.A. in economics from Stanford University. He is also a Certified Public Accountant. He is a member of the Building Industry Association and a full member of the Urban Land Institute. Nikki Baumgartner, Manager, will manage the demand analysis portion of this assignment. Nikki manages almost all of our demographic-based demand analysis, and has been instrumental in developing the methodology. Nikki also comes from a real estate development family. Prior to joining John Burns Real Estate Consulting, Ms. Baumgartner worked as a Sr. Financial Analyst for Global Crossing in Los Angeles, CA and she was also a Mortgage Backed Securities Analyst for Sun America. Her work experience includes financial analysis, modeling, market research and reporting. Ms. Baumgartner graduated with a B.S. in Finance and Entrepreneurship from the University of Arizona and has an M.B.A. from the University of San Diego. Gregory Tsujimoto, Consultant, will manage and assist with market research and analysis. Gregory helps clients gain valuable insight about market environments and communities through comprehensive field research and detailed analysis. His diversified and balanced experience includes urban Internet marketing and sales, land acquisitions, and strategic marketing at Centex and Lennar. Gregory earned a B.S. degree in Business Administration (Marketing) from California State University, San Bernardino. FEES AND TIME REQUIREMENTS Our proposed consulting fees for the base study are $29,400, plus expenses not to exceed $4,000. We will be reimbursed for specific out-of-pocket expenses, such as travel and data purchase, plus 3.5% of fees to cover non-itemizable expenses that benefit all of our clients, such as postage, telephone, annual subscriptions, etc. Tustin Legacy October 21, 2010 Page 14 The following is a breakdown of labor hours and associated fees for the recommended tasks: Demand by Lifestage 4,800 Supply Analysis 3,600 Consumer Preferences by Lifestage and Price 5,500 Community Product Community, Product and Pricing Recommendations 9,500 Market Projection and Forecast 2,500 Premium Matrix/Analysis 3,500 29,400 A contract will be provided for the work noted herein. We will bill 100% of the assignment upon completion of the assignment. This proposal and study includes a total of 4 hours of meeting time. Any additional meeting or planning time will be billed at an hourly rate of $225/hour. Additional work that is outside the scope of this engagement, if any, will be billed separately. TERMS AND CONDITIONS Our standard limiting conditions are included as Appendix A. The limiting conditions are intended to discourage litigation of any sort. ACCEPTANCE We look forward to working with you. The signed proposal may be faxed to (949) 870- 1299. Very truly yours, Mollie Carmichael Principal, Custom Consulting John Burns Real Estate Consulting Tustin Legacy October 21, 2010 Page 15 Agreed and Accepted Authorized Signature Date EXHIBIT "B" "Special Requirements" 1. Consultant shall not release to the public or the press information on this project without prior authorization by Contract Officer. 2. Conflict of Interest and Confidentiality. In order to assure City that Consultant is not subject to any conflict of interest, Consultant affirms that while the work is in progress neither Consultant nor any of its offices or employees will accept work from or provide services for any company related to the Tustin Legacy project. Consultant agrees that during the term of Agreement, unless other modified by mutual agreement in writing by the parties, it shall not challenge, comment on, or oppose, nor shall it fund or in any way assist any other person or entity (other than the City of Tustin) to challenge or oppose, to or before any local, regional, state or federal agency or assist in party in any actions or proceedings to set aside, enjoin, challenge, appeal, or other pursue any legal, equitable or administrative remedies regarding the approval or implementation of any proposals, applications, approvals, or permits related to the Tustin Legacy project. In addition, Consultant agrees that during the term of Agreement for all other tasks identified in the Scope of Services, neither Consultant nor its officers or employees will accept work from or provide services to other development interests at Tustin Legacy without a written request to the City and written release granted by the City. Consultant understands and agrees that all work it undertakes for the City of Tustin shall be considered confidential and shall not be shared by Consultant with any other party without a written release from the City of Tustin. In the event of uncertainty about whether a potential conflict of interest exists, Consultant shall advise Contract Officer whose decision to review and consider a conflict waiver shall be final. 3. A no-fee business license shall be provided by the City to Consultant. 4. Consultant shall present to the Agency certificates of insurance and endorsement forms pursuant to Agreement requirements verifying that the Consultant has the insurance as required by this agreement. 5. If Contract Officer determines that a product deliverable is unacceptable, either before or after a draft or final draft is issued, because it does not 12 conform to the requirements of this agreement, the Consultant shall submit a revised report or product at Consultant's expense. 6. The Consultant shall review and replace project personnel assigned to project who do not perform assigned work in a manner satisfactory to Contract Officer. 7. Consultant's principal, or City-approved designee, assigned to this Agreement shall be available to meet with Contract Officer as required at designated dates and times to coordinate scope of services required by the Agreement, to resolve problems, to discuss progress on scope of work at Contract Officer's direction and to discuss assumptions developed during task levels. 8. Field investigations necessary. The Consultant shall obtain necessary field data and make site investigations and studies necessary to the proper accomplishment of the work required under this contract. 13 EXHIBIT "C" "Schedule of Compensation" City shall compensate the Consultant up to a total compensation not to exceed $29,400, unless modified in writing pursuant to Section 2.1 and 2.3 of the Agreement. The following is a breakdown of associated fees for the recommended tasks: • Demand by Lifestage - $4,800 • Supply Analysis - $3,600 • Consumer Preferences by Lifestage and Price - $5,500 o Community o Product • Community, Product and Pricing Recommendations - $9,500 • Market Projection and Forecast - $2,500 • Premium Matrix/Analysis - $3,500 • Total: $29,400 Consultant will bill 100% of the assignment upon completion of the assignment. This Fee includes a total of 4 hours of meeting time. Any additional meeting or planning time will be billed at an hourly rate of $225/hour. Additional work that is outside the scope of this engagement, if any, will be billed separately. 14 EXHIBIT "D" "Schedule of Performance" DELIVERABLES AND TIMING The final deliverable will be a written report that will include the information and analysis needed to support the conclusions. Exhibits that support the conclusions will be provided. Upon completion, we will issue five hard copies of the draft report along with an electronic PDF report. The timing of the report is as follows: • DRAFT, Pricing Recommendations for Neighborhoods Dand G -November 12, 2010 FINAL REPORT -December 1, 2010 15