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HomeMy WebLinkAboutRDA 03 INTERRA STRAT 05-01-00-'AG'ENDA DATE: May 1, 2000 RDA NO. 3 05-01-00 Inter C o m TO: FROM: SUBJECT: WILLIAM A. HUSTON, EXECUTIVE DIRECTOR REDEVELOPMENT AGENCY STAFF CONSULTANT SERVICES AGREEMENT WITH INTERRA STRATEGIES, INC. FOR PROVISION OF DEVELOPMENT ADVISOR/IMPLEMENTATION COORDINATION RFRVI~F.~q FC~R F}F. VF.I ~PIVIF. NT (}F TITST[N? I ,F. GI_CV_ SUMMARY: Agency apprOval is requested to enter into a consUltant services agreement for the provision of development advisor/implementation coordination services for the development of Tustin £egacy. . ' RECOMMENDATION It is recommended that the Redevelopment Agency authorize the Executive Director to execute a Consultant Services Agreement between the Tustin Community Redevelopment Agency and Interra. Inc. for prox4sion of Developer Advisor/Implementation Coordination services to the Agency for Tustin Legacy, subject to planning and implementation activities related to City Attorney approval of the subject agreement as to form. FISCAL IMPACT Base Compensation will be determined according to initial established hourly rotes for the consultant as delineated in the Agreement. Base Compensation for the primary scope of services will be paid on a monthly basis up to an initial annual cap of $150,000 or $12,500 monthly, plus $12,000 for reimbursement of direct expenses not to exceed $1,000 per month during Fiscal Year 2000-01. The schedule for performance of the scope of services for this Agreement is inherently uncertain given the nature of the disposition and development process for MCAS-Tustin. Therefore, any portion of the Base Compensation exceeding the cap will be deferred. Payment for any deferred amount of Base Compensation will be made from future land sales proceeds. Pursuant to the terms of the Agreement, there is a possibility that additional compensation in the form of Incentive Compensation may be paid to the consultant based solely on its ability to enhance bulk land sales proceeds above an initial mutually established land sales price. Any such Incentive Compensation would be a percentage of the difference between the established land sales price and the enhanced value, and would be paid to the consultant out of land sales proceeds. William A. Huston Inte~a S~ategies, Inc. May 1,2000 Page 2 Funding would come from the following sources: unexpended funds from the existing Consultant Services Agreement with Interra, Inc., for Fiscal Year 1999-00, MCAS-Tustin Redevelopment Agency Funds for Fiscal Year 2000-01, and future land sales proceeds from sale of property acquired by the Agency and resold to master developers. BACKGROUND AND ~DISCUSSION The City of Tustin, the designated Local Redevelopment Authority (LRA) for Marine Corps Air Station (MCAS) Tustin has developed the MCAS Tustin Specific Plan/Reuse Plan ("Reuse Plan") to guide the redevelopment of surplus land at this former military facility. Following the completion of the Reuse Plan, the City contracted for the preparation of a Strategic Marketing Plan for MCAS Tustin (during this process the community redefined the project as "Tustin Legacy"), and completed a Business Development Plan which sets forth the financial and implementation framework for development of Tustin Legacy. The LRA has also contracted for the preparation of materials related to the implementation of the marketing program for the site. The City and its Tustin Redevelopment Agency (Agency) have now identified the need for additional developer advisor services to assist the Agency. These sen'ices will be generally guided by previous Tustin Legacy documents. The development advisor role includes services related to management and coordination of certain project management tasks, disposition and development activities, and a broad range of general development implementation tasks necessary to ensure the orderly disposition and development of the Tustin Legacy site. These services will also include the necessary due-diligence and reporting requirements for this complex large-scale development project. Under direction of the Agency, the developer advisor will be an independent, consultant providing the necessary personnel, outside sub-consultant support, and market expertise to enable the Agency to plan, manage, and implement the Tustin Legacy project. The following is a summary of general tasks identified in the Consultant's scope of services are as follows: Preparation of Master Developer Request for Qualifications (RFQs) and Requests for Proposals (RFPs). · Technical Evaluation °fDeveloper RFQ and RFP Responses. · Developer Negotiations/Site Conveyance and Disposition Advisory Services. · Development Plan, Budget and Schedules. · Strategic Marketing Plan Implementation, · Development and Administration of Tustin Legacy Design Guidelines. · Infrastructure Planning Assistance. William A. Huston lnte~a Str~egies, lnc. May 1,2000 Page 3 · Strategic Marketing Plan Implementation. · Development and Administration of Tustin Legacy Design Guidelines. · Infrastructure Planning Assistance. · On-Site Staffing and Representation. Interra Strategies, Inc., has prepared a Strategic Marketing Plan for MCAS-Tustin, identified as the Tustin Legacy site, under a previous Consultant Services Agreement with the Tustin Community Redevelopment Agency. When the previous services were solicited, the Agency identified additional services needed for execution of the approved Marketing Plan in its original Request for Proposal, including a range of developer advisor services to the Agency. At the time, Interra, Inc. was recommended to the City Council and Agency by staff and the MCAS-Tustin Marketing Committee as the firm to provide initial marketing and subsequent development advisor services. Interra, Inc. has subsequently strengthened its depth and ability to support the development advisor role by adding the firm of Economic and Planning Systems (EPS) as a sub-consultant to their developer advisor scope of services. EPS provided prime consultant services to the Agency in preparation of the MCAS-Tustin Economic Development Conveyance application, including the Agency's Business and Operational Plan for the Tustin Legacy project. The attached Consultant Services Agreement has been reviewed by the Cit3r Attorney's office. '~ Ct~hristine A.. Shi-ngleta~ Assistant C~ty Man~er Attachments JffF W~stb~o~k ' ;enior Project Man~er CONSULTANT SERVICES AGREEMENT This Agreement for Consultant Services (herein "Agreement"), is made and entered into by and bev, veen the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic, ("Agency"), and Interra Strategies, Inc. ("Consultant"). WHEREAS, Consultant is qualified to provide the necessary services and has agreed to provide tach services; and WHEREAS, Agency has prepared 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 hereat (the "Scope of Services"). NOW, THEREFOREd 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 ser~'ices as follows: 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreem~t, Consultant shall provide those services specified in the Exl'fibit A, attached hereto and incorporated herein by this reference, (the "services" or the "work"). Consultant warrants that all services shall be performed in a competent, professional and satisfacto~' 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 and Exhibits A, B, C, and D shall govern. 1.2 Compliance Mth Law. g21 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 thorouo~hly investigated and considered the work to be performed, Co) has invesfi~ted 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 untmown 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% risk until written instructions are received from the Contract Officer. 1.5 Care ofWork. 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 servic~ in addition to those specified in the Exhibit A 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 ten percent (10%) of the original Contract sum 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 Agreem~t, 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 including Exhibit A, the provisions of Exhibits "B", "C", and "D" shall govern. COMPENSATION 2.1 Compensation of Consultant. For the services rendered pursuant to this Agreement, the Consultant' shall be compensated 'and reimbursed in amounts as shown in 'Exhibit "C", Schedule of Compensation. 2.2 Method of Payrnent. In any month in which Consultant wishes to receive payment, Consultant shall no later than the first working day of such montk, 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 unless otherwise stated in Exhibit "C". 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% fees. Addenda may be entered into: 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 includM in this Agreement or not customarily furnished in accordance with g=erally accepted practice in Consultant's profession. 2.4 Payment for Changes. Changes approved pursuant to an Addendum shall be compensated at the personnel hourly rates prescribed in Exhibit "A" hereto. 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 marked Exhibit "D". The extension of any time period for performance identified in the Extfibit "D" must be approved in writing by the Contract Officer. The Contract Officer shall not unreasonably withhold consent for an extension of time which is necessitated solely by the action(s) or inaction(s) of the Agency on its officers or employees. 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, freio~ht 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 jud~mnent 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 w4th Section 7.7 of this Agreement, this Agreement shall continue in .full force and effect until satisfactory completion of the sen'ices but not exceeding one (1) year from the date hereof, unless ex-tended by mutual written agreement of the parties. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following Principals of the Consultant are hereby designated as being the principals and representatives of Consultant authorized 'to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Para Engebretson, President Interra Strate~es, Inc. Pike Oliver, Vice Chairman lnterra Strategies, Inc. It is ~pressly understood that the experience, knowledge, capability and reputation of the foregoing Principals is a substantial inducement for Agency to enter into this Agreement. Therefore, the foregoing Principals 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 Principals 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 City 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 inducenaent for the Agency to enter into this A~eement. 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. The Agency shall not unreasonably withhold consent for an assignment to a business entity which succeeds to the entire assets and operation of the Consultant's business. Reasonable grounds for withholding such consent shall include, but shall not be limited to, a delay in performance caus~ by or related to the assi~mu'nent and/or a proposed change in the Principal designated in Section 4.1 of this A~eement. 4.4 Independent Consultant. Neither the Agency nor any of its employees shall have any control over the mann~, 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 senSces required herein as an independent consultant of Agency and shall remain at all times as to Agency a wholly independent consUltant 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. 5. INSURANCE, INrDEMNIFICATION AND BONDS 5.1 Insurance. Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, public liability 'and property damage'insurance against all cia/ms for injuries ~inst persons or damages to property resulting fi.om Consultant's performance under this Agreement. Consultant shall also carry workers' compensation insurance in accordance with Califomia workers compensation laws. Such insurance shall be kept in effect during the term of this Agreement and shall not be cancelable without thirty (30) days written notice to Agency of any proposed cancellation. The Agency's certificate evidencing the foregoing and designating Agency and the City of Tustin (City) as additional named insureds shall be delivered to and approved by the Agency and City prior to commencement of the services hereunder. The procuring of such insurance and the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify the Agency, its consultants, officers, and employees. The amount of insurance required hereunder shall include comprehensive general liability, personal injury and automobile liability with limits of at least One Million Dollars ($1,0tX),000) combined single limit per occurrence. Coverage shall be provided by admitted insurers with an A.M. Best's Key Rating of at least AVII. 5.2 Indemnification. The Consultant shall defend, indemnify and hold harmless the Agency, City, its officers and employees, fi.om 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, City, and for errors and omissions committed by Consultant, its officers, employees and agents, arising out of or related to Consultant's performance under this Agreement, except for such loss as may be caused by Agency or City's own negligence or that of its officers or employees. 6. RECORDS AND REPORTS 6.1 Reports. Consultant shall periodically prepare and submit to the Contract Offic= 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 prop~Iy 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 flee 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 Documentsi All dm~ings, 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 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 x~tten approval of the Contract Officer. 7. ENrFORCEMENrr 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. Le~ actions concerning 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 California, 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 therefor. 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 City 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 a non-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 w~ting and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.4 Ri~mhts 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. 7.5 Legal Action. In addition to any other rio~hts 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 de-fault, 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 tl~ (30) days written notice to Consultant, except that where termination is due to the fault-of the Consultant and constitutes an mediate 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 City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed to City. 7.8 Attomeys 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 fi'om the losing party. 8. AGENCY ~N-D 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 Con~-altant 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 itseLfi, its heirs, executors, assi~m~.s, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with th/s Agreement regarding any person or group of persons on account of race, color, creed, religion,, sex, marital stares, national origin, or ancestry. Consultant shall take affirmative action to insure that applicants and employees are treated without regard to their race, color, creed, reli~on, 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 ~ve 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 fi'om 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: Pam Engebretson, President Interra Strategies, Inc. 2265 Fort Stockton Drive San Diego, Califomia 92103 9.2 Integrated Agreement. This Agreement contains all of the agr~rnents 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 A~eement shall be declared invalid or unenforceable by valid judgment or decree o~' 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 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 Agrecm~t as of the dates stated below. Dated: "City" TUSTIN COMMUNITY REDEVELOPMENT AGENCY By: William Huston City Manager APPROVED AS TO FORM: Lois Jeffrey City Attorney "COnsultant" By: Pam Engebretson, President Interra Strate~es, Inc. By: Pike Oliver, Vice Chairman Interra Strate~es EXHIBIT A Exhibit "A" SCOPE OF SERVICES DEVELOPMENT ADVISOR / IMPLEMENTATION COORDINATION TUSTIN LEGACY Background City of Tustin, the designated Local Redevelopment Authority (LRA) for Marine Corps Air Station (MCAS) Tustin has developed the MCAS Tustin Specific Plan/Reuse Plan ("Reuse Plan") to guide the redevelopment of surplus land at this former military facility. Following the completion of the Reuse Plan, the City contracted for the preparation of a Strategic Marketing Plan for MCAS Tustin (during this process the community redefined the project as "Tustin Legacy") and completed a Business Development Plan that sets forth the financial and implementation framework for development of Tustin Legacy. The LRA also has contracted for the preparation of materials related to the implementation of the marketing program for the site. The City and Tustin Community Redevelopment Agency (Agency) have now identified the need for additional Development Advisor services (Consultant services) to assist the Agency. These services will generally be guided by previous Tustin Legacy documents. The Development Advisor role would include: · services related to management and coordination of certain project management tasks, · disposition and development activities, and · a broad range of general development implementation tasks necessary to ensure the orderly disposition and development of the Tustin Legacy site. These services also would include the necessary due-diligence and reporting requirements for this complex large-scale development project. The City and/or Agency may identify additional implementation tasks for assignment to the Consultant as considered necessary by the Agency as the project proceeds. Such tasks, when determined, shall be attached as an addendum to this Scope of Services. Under direction of the Assistant City Manager and Senior Redevelopment Project Manager, the Development Advisor would be an independent consultant providing the necessary personnel, outside sub-consultant support, and market expertise to enable the Agency to plan, manage, and implement the Tustin Legacy project. Understanding the role and objectives as summarized above, the City and its Agency require the Scope of Services outlined as follows: Task 1. Kick-Off Meeting The Consultant, including all consultant and sub-consultant support for this scope of service, shall conduct a kick-off meeting with Agency staff. The purpose of the kick-off meeting will be to review the Development Advisor scope of services, authorities for undertaking assignments, deliverables, and 12-month schedule of performance for the necessary asset disposition and implementation coordination and other required tasks. Deliverables - Refined scope of services and schedule based upon outcome of meeting. Task 2. Preparation of Master Developer Request for Qualifications (RFQ's) and Request for Proposals (RFP's) When directed by the Agency, and consistent with a performance time schedule to be agreed upon by The Consultant and Agency for this task, The Consultant shall prepare and produce comprehensive RFQ/RFP packages (beyond the previously provided RFQ's for Disposition Package Numbers 1, 5, and 6A). The style and quality of the additional packages shall be comparable to that of those previously produced for Agency for MCAS-Tustin. It will be the responsibility of the Agency to make direct payment for all printing costs. The Consultant shall provide a color mock-up of the final documents for Agency review and approval, as well as a copy of the electronic production files, for printing purpose and the Agency's files, for each package produced. The Consultant also shall work with the Agency to refine RFP content in an effort to stimulate creative development responses and maximize the potential leverage of community benefits derived from the proposals. In conjunction with this task, Consultant also shall identify highly qualified potential developers to receive RFQ notices based upon the type of experience needed for a particular disposition package. The Agency shall receive a copy of the electronic file for this data from Consultant. The Consultant also shall recommend an advertising plan and schedule for the disposition packages, and shall provide recommended ad copy for placement in development and real estate industry publications. The Agency will make direct payment for the cost of such ad placements. Deliverables - For disposition packages (number and schedule to be determined by Agency): a) Request for Qualifications and/or Request for Proposal documents b) Developer notice list c) Solicitation advertising plan and schedule Task 3. Technical Evaluation of Developer RFQ and RFP Responses The Agency will establish a Technical Evaluation Team (TET) to review all responses to RFQ's and RFP's for Tustin Legacy. In addition to Agency staff and legal counsel, the Technical Evaluation Team will include representatives from the Consultant Team, and additional sub-consultants to. the Consultant in specialized areas of development as warranted for specific disposition packages and (i.e., golf course development) as approved by Agency. To facilitate the coordination and assignment of responsibilities for this task, the Consultant shall organize and conduct a session that includes Agency staff, and other personnel and sub- consultants as approved by the Agency. It is anticipated that the Consultant and its approved sub-consultants role will include, but not be limited to, the 'review of the submitted qualifications and proposals of the responding development entities, including: · Development entity structure, relevant experience, financial capability, capitalization, sustainable capacity for development over time, etc. Respondent's vision for Tustin Legacy and its consistency with the Specific Plan/Reuse Plan. · Timing and type of proposed business transaction. · Property management experience and capabilities. · Respondent's proposed development Proforma submittals. The Consultants and sub-consultant comments and recommendations shall be provided in writing. In addition, The Consultant shall assist in the following: · Preparation of materials to be distributed to all Technical Evaluation Team Members for meetings where qualifications and proposals are to be discussed. · Preparation of evaluation criteria and scoring techniques to assist the Technical Evaluation Team in ranking responses and reaching agreement on a "short list" of respondents. · Summarization of Technical Evaluation Team discussions and comments, ranking recommendations, and assistance in drafting recommendations to the City Council. · Scheduling and coordination of respondent interviews, including preparation of the interview format and questions. · As requested, assist in organizing and conducting property'site tours. · Providing written updates to Technical Evaluation Team members on the status of the Respondent review and selection process. Deliverables: For each disposition package RFQ and/or RFP as determined: a) Written comments and recommendations b) Evaluation format and scoring criteria for the TET c) Interview schedule, format and questions d) Format and conduct of property site tour e) Consolidated evaluation summary f) Program status reports to the TET Task4. Developer Negotiations/ Site Conveyance and Disposition Advisory Services When requested by the Agency, the Consultant shall provide comments to the Agency or assist in Agency's negotiations with selected developers. This may include providing assistance in outlining terms, schedules, responsibilities and conditions of interim Memorandum of Understandings (MOU's) and/or Disposition Development Agreements (DDA's) between the Agency and selected developers. The Consultant also may be requested to assist in creating a Compliance Monitoring Program for inclusion in the final MOU's and DDA's. The Agency may request the Consultant to monitor a developer's progress in compliance with certain specific terms and conditions of a DDA and to provide a written report to Agency. The Agency also may request the Consultant's assistance in the review of Navy transfer documents to identify potential issues relative to the Agency's proposed pass-through disposition of property to private sector developers. The Consultant will provide written comments and recommendations to the Agency in relation to such reviews, including, but not limited to, issues related to business terms, deed restrictions, property encumbrances and non- title contingencies. 'The Consultant may also be requested to assist the Agency respond to due diligence information requested from developers during their closing process; review and comment on preliminary title reports; assist in clearance of title exceptions; and assist in the removal of any non-title contingencies during review of preliminary title reports. The Consultant, however, will not be in any way providing legal advice. Deliverables: To be determined. Task 5. Development Plan, Budget and Schedules As directed, the Consultant shall provide assistance to the Agency in its implementation of the Tustin Legacy Business Development Plan by maintaining and updating project financial assumptions, projections, and budgets as the project evolves. The Consultant and the sub- consultant will also revise the project budget, as necessary, to achieve consistency with Agency budget and financial plans. This will result in the Consultant and sub-consultants assumption of responsibility for any required updates to the Business Development Plan, its schedule, financial plan, and budget. The Consultant shall prepare and deliver, for the Agency's approval, any necessary revisions to the Business Development Plan requested by the Agency. The Consultant shall ensure that such information also is formatted in accordance with any Economic Development Conveyance reporting requirements established by the U.S. Navy, and that such data shall be maintained in an electronic format. The Consultant will prepare and maintain a master development schedule in electronic format for the entire Tustin Legacy property, including all super parcels and all Public Benefit Conveyance (PBC) parcels. It will track implementation of the Reuse Plan through conveyance and development of the property, including progress in construction of the new backbone infrastructure system. The Consultant will be responsible for regular schedule updating, which will require on-going coordination and direct communication with the City on the status of PBC conveyances, private sector developers, the Agency and other consultants. The master development schedule is intended to assist the Agency in measuring the performance of the individual components of the project, reaching financing decisions, and meeting the reporting requirements of such agencies as the U.S. Navy, State of California, etc. The information also will be useful as a tool for prospective developers, end users and tenants in establishing their Own market timing evaluations. As directed, the Consultant also shall assist the Agency in coordinating the appropriate levels of scheduling and reporting for all Agency-hired consultants and contractors. When requested by the Agency, budget or scheduling information also shall be formatted for display on presentation board for utilization at any project office designated by the Agency. As the Consultant observes schedule and/or budget variations from the Reuse Plan, BuSiness Development Plan, and/or other City or Agency adopted Tustin Legacy project documents, the Consultant shall recommend to the Agency appropriate measures to bring the project back in line with the Development Plan Budget and Schedule. Deliverables: a) Master Development Plan Budget b) Master Development Schedule c) Quarterly_Status Reports d) Recommended Corrective Action Plans Task 6. Strategic Marketing Plan Implementation When requested, and under direction of the Agency, The Consultant shall review and evaluate the specific aspects of the Strategic Marketing Plan in connection with the proposed and actual development of property developers. In this context, the Consultant may be asked to verify that a developer's marketing approach: a) is consistent with the Tustin Legacy overall marketing strategy and guidelines, b) targets the appropriate identified audience, and c) is effectively executed through the use of adequate programs, materials and methods of outreach. When a developer's program is inconsistent with the Strategic Marketing Plan, The Consultant shall assess the current market conditions in li~ht of previous expectations, and either UPdate the original Plan or suggest modifications to the developer's program. The Consultant shall report its efforts to the Agency on a case-by-case basis. As property is conveyed and development proceeds, the Consultant may be requested to establish a forum for coordinating individual marketing efforts property-wide. In such a case, the Consultant will function as a resource to Agency, as the executive developer, coordinating marketing opportunities with development-related organizations, media events, publications (print and electronic), etc., from a local to national level. Deliverables: To be determined. Task 7. Development and Administration of Tustin Legacy Design Guidelines Under the direction of the Agency, The Consultant shall coordinate the selection and effort of a consultant to the Agency for preparation of physical project design guidelines to be adopted by the City and AgencY. The objective of these guidelines is to ensure accomplishment of Reuse Plan objectives, enhance the quality of the eventual development, attract quality uses and purchasers to the site, and maximize the market's perception of the future of the Tustin Legacy site. The design guidelines will assimilate through inclusion, reference, or attachment CCR's prepared by the Agency for the project and for the overall development of the site and specific disposition parcels. It is not the agency's intent that the design guidelines would establish specific requirements and uses for the site (that has been accomplished with the Reuse Plan), but to develop general guidelines Which define the character and nature of site development, as well as the identity of individual neighborhoods and parcels in the Tustin Legacy project. The Consultant shall be responsible for ensuring which of the elements and features identified in the design guidelines are more critical to the design and development of the site and its infi'astructure, and which elements are less critical. The guidelines shall be clear, concise, and provide graphic materials, models, narrative, and examples. The establishment of the guidelines shall include careful consideration of potential users/purchasers to ensure that the guidelines contribute to the interest and value of the development by the development/builder community. Upon request, the Consultant will coordinate updates to the Agency approved design guidelines and master plan through the course of development as may be necessary to incorporate specific uses and features as they are more specifically defined and respond to changes in market. The Consultant shall obtain three estimates from local design sub-consultants for the production of the actual design guidelines. The Agency will authorize, contract with and compensate the design sub-consultant directly. The Consultant will serve in a project management, quality control and technical advisor role in supervising the sub-consultant work, in reviewing payment requests, etc. Deliverables: Tustin Legacy Design Guidelines Task 8. Infrastructure Planning Assistance The development of the Tustin Legacy will require significant on-site demolition and infrastructure investment. It also will require integration of a new on-site backbone infrastructure system with the surrounding transportation and utility systems. As requested by the Agency, The Consultant will participate with Agency staff in planning the scope, priority, and integration of infrastructure projects into the overall financial Plan and development schedule. The Consultant will not be directly responsible for the financing feasibility studies, · implementation or financing of infrastructure projects, but will act as an extension of staff and advisor in the project team process. The objective is to ensure that critical development considerations are not overlooked in the planning and financing structures that are designed for implementing these components of the Tustin Legacy Project. The Consultant's role will assist the Agency in refinement and prioritization of development requirements and financing strategies for these improvements. Deliverables: To be determined. Task 9. On-site staffing and representation If requested, The Consultant will staff an on-site Tustin Legacy development coordination office provided by the Agency with personnel to be approved by the Agency. This staffing would be mutually determined between the Agency and The Consultant. The objective of this on-site staffing would be to provide direct and continuous liaison between developers and the Agency through the Consultant during the initial implementation period. EXHIBIT B EXHIBIT "B' SPECIAL REQUIREMENTS The Consultant shall comply with all applicable federal, state and local laws applicable to its activities including, but not limited to, part 32 Code of Federal Regulations (CFR) 278, "Administrative Requirements to State and Local Governments," Office of Management and Budget (OMB) Circular A-87, "Audit Requirements for State and Local Governments," and Drug Free Work Place Requirements. 2. The Consultant shall not release to the public or press any information regarding the purpose/scope of services to be accomplished or data specific to the project required under the Agreement without prior authorization of the Contract Officer. All such information is considered confidential. All inquiries made of Consultant shall be immediately referred to the Contract Officer. o Consultant shall present to the Agency certificates of insurance and endorsement forms verifying that the Consultant has the insurance as required by this Agreement. Said form shall be reviewed and approved by the office of the City Attorney of the Tustin Community Redevelopment Agency. Consultant shall also obtain certificates of insurance from all subcontractors authorized to perform services under this Agreement naming the City of Tustin and Tustin Community Redevelopment as additional insured with coverage equal to the coverages required for the Consultant by this Agreement. A certificate of insurance form is attached. o If the Contract Officer determines that a prOduct deliverable is unacceptable, the Consultant shall submit a revised product at Consultant's expense. 5. Quarterly progress reports shall be submitted by Consultant. At minimum, these reports shall specify the period reported, tasks completed, tasks underway and strategies to solve any delays in Agency-defined performance schedules and an advance estimate of expected Consultant expenditures for the next progress report period. o Consultant shall be required to meet with the Contract Officer as determined necessary or desirable to discuss'elements of the Scope of Work and project's progress. 7. For purposes of this Agreement, Christine Shingleton, Assistant City Manager, shall be the City's Contract Officer. 8, Consultant shall utilize those professional personnel and sub-consultants to perform services required under this agreement as identified in Exhibit B-Attachment 1. No substitution of additional sub-consultants shall be engaged by Consultant without the written approval of the Contract Officer, after review of the proposed replacement's experience and qualifications, with a written explanation of the necessity for the change. No increase in the compensation or reimbursable hourly rates will be allowed when personnel of fn'm substitutions are authorized. Consultant shall remove and replace project personnel or sub-consultants assigned to project who do no perform assigned duties in a manner satisfactory to the Contract Officer. Attachment 1 Exhibit B The following principals of Consultant and its primary subconsultant, Economic & Planning Systems (EPS). Additional sub-consultants will be utilized as this effort progresses, subject to review and approval of the Agency. Consultant Interra Strategies, Inc. H. Pike Oliver Pamela J. Engebretson Joseph LaCava Richard Bums Subconsultant Economic & Planning Systems James Musbach Tim Youmans Richard Berkson David Zehnder Darin Smith Jamie Gomes CAS:kdXrdaXrncas\Tustin Ag Exb B Interra. doc PARTICIPATION OF PRINCIPALS BY TASK Task I. Kick-OffMeeting Interra- Oliver, Engebretson, LaCava, Bums EPS - Musbach, Youmans Task II. Preparation of Developer Solicitations (RFQ's, RFP's) Interra- Engebretson, LaCava EPS - Musbach Task III. Technical Evaluation of RFQ/Ps Interra- Engebretson, Oliver, LaCava EPS - Musbach Subconsultant RFQs - audit/accounting firm Subconsultant RFPs - development specialties as needed Task IV. Developer Negotiations/Site Conveyance & Disposition Advisory Services . Interra- Oliver, Engebretson, LaCava EPS - MuSbach, Youmans Task V. Development Plan, Budget & Schedules Interra- Engebretson, LaCava, Oliver EPS - Musbach, Youmans Task VI. Strategic Marketing Plan Implementation Interra- Bums, Engebretson (Oliver, limited role) Subconsultant- as needed for design/marketing specialities Task VII. Development/Administration of Design Guidelines lnterra- Bums, Engebretson, Oliver Subconsultant- design guidelines developer Task VIII. Infrastructure Planning Assistance Interra- LaCava, Oliver EPS - Youmans Task IV. On-site Staffing Interra- TBD , , . EXHIBIT C EXHIBIT "C" SCHEDULE OF COMPENSATION For purposes of this Agreement, there are three types of compensation established: Compensation; Incentive Compensation; and Direct Expense Reimbursement. Base I. Base Compensation lo The Agency shall compensate the Consultant a Base Compensation amount for actual time and effort expended on the scope of service identified in Exhibit A with a portion of the Base Compensation to be deferred, if required, until property conveyance occurs and parcels can be sold to generate project revenue. Computation of Base Compensation. Base Compensation will be determined according to initial established hourly rates for Consultant as shown in Exhibit C- Attachment 1. Adjustments to hourly rate will be negotiated on an annual basis, subject to mutual written agreement by the Agency and Consultant. o Timing of payment a. Base Compensation will be paid on a monthly basis up to an initial · annual cap of $150,000 or $12,500 monthly plus any Direct Expense Reimbursement per Paragraph II. Any portion of Base Compensation exceeding the cap shall be deferred. Deferred Base Compensation payments shall accrue interest from the date of deferral at the prime lending 'rate published in the Wall Street Journal, plus two (2) percent, compounded quarterly on March 31, June 30, October 31 and December 31. b. The Agency shall make payment to Consultant of any deferred Base Compensation at the closing of each property sale to the Agency upon receipt of land sale payments to the Agency by the purchaser of property until the full deferred Base Compensation amount is paid. Said deferred Base Compensation payments to the consultant shall be made within 45 days of the Agency's receipt of land sale payments by a purchaser of property in the Tustin Legacy project. c. If the Agehcy fails to complete any property sales within three (3) years of the execution date of this A~eement, any Base Compensation deferred, plus interest shall become due and payable. & The Consultant and its subc°nsultant, EPS, are the only consultant work that shall be authorized in the Base Compensation annual fee cap. In the event the City requires services from other outside subconsultants in addition to Consultant representatives described in EXhibit B, said services must first be approved in writing by the contract officer. The Consultant shall be compensated for these services on a monthlY basis with no authorized deferrals and shall II. III. fro not be considered to be part of the annual fee cap for Base Compensation. Direct Expense Reimbursement The Consultant shall be entitled to reimbursement for direct expenses not to exceed $1,000 per month without prior written approval of Agency. The City shall reimburse Consultant for direct expenses such as and including printing, postage, telephone charges and consultant travel. Any such reimbursement requests shall not be considered part of Base Compensation shown in Paragraph I. above and shall be subject to the following restrictions: a, Expenses for air travel shall be for standard, economy class only; Itemized payment statements shall set forth in detail all actual direct reimbursement expenses during the preceding month. Payments for Base Compensation and Direct Expense Reimbursemtns 1. As a condition precedent to any payment to Consultant for Base Compensation and Direct Expense Reimbursement under this Agreement, Consultant shall submit 'a monthly invoice to the Agency which clearly sets forth the tasks being billed against, the actual hours worked on a task, the hourly billing rate, the personnel classification or individual performing the task, the amount of fees being billed for all Consultant and sub- consultant personnel, the billing as compared to the expenditure to date of any base compensation cap, with the amount of any invoice recommended for deferral as well as direct reimbursable expenses for which compensation is submitted. Consultant staff time shall be calculated against the established standard hourly rates shown in Attachment 1 to Exhibit C. 2. All invoices shall be based on actual hours worked by an individual times the fixed hourly rates for that indi'~ddual and their corresponding fn'm. 3. The Agency shall review Consultant's monthly invoices and' pay Consultant for services rendered and costs incun'ed hereunder, at the rates and in the amounts and under the terms (i.e. base compensation annual and monthly cap vs. deferral of Base Compensation, Direct Expense Reimbursement) provided hereunder, on a monthly basis in accordance with the approved monthly statements.' Incentive Compensation Additional compensation in the form of Incentive Compensation shall be paid to Consultant, and its Subconsultant EPS, based on a level of financial achievement for disposition of those parcels where the Consultant and its sub-consultant have participated in the Agency's disposition process specifically the RFP process, technical evaluation of RFP's and developer negotiations on specific parcels. Incentive Compensation shall be paid by the Agency to Consultant to the extent that Agency's bulk land sale proceeds ( defined as Actual Revenue) received from a parcel sale by the Agency exceeds (defined as Excess Revenue) bulk land sale projections as identified in the Tustin Legacy Business and Operations Plan dated' February 1999, as adjusted by an annual CPI adjustment of three (3) percent (defined as Target Revenue). Excess Revenue shall be defined to include any infrastructure backbone construction requirement that is credited as a value consideration in the sale of a parcel by the Agency that was not an original bulk land value or discount consideration in the Target Revenue projections identified in the Tustin Legacy Business and Operations Plan, as adjusted. The Tustin Legacy Business and. Operations Plan projects two alternative Target Revenues possible for the bulk. sale of Disposition Package #8, dc'pending upon whether the blimp hangar must be retained or can be demolished. The Target Revenue utilized to determine any Incentive Compensation earned for this parcel shall be based on the outcome of any decision on the permitted disposition of the blimp hangar. The total of any Incentive Compensation by parcel shall be paid to Consultant and its subconsultant EPS by Agency based on the following formula: · Five (5) percent of the first $5,000,000 of Excess Revenue; plus · Three (3) percent of any amount in excess of $5,000,000 of Excess Revenue up to $10,000,000; plus · Two (2) percent of any amount in excess of $10,000,000 of Excess Revenue up to $35,000000; plus · One (1) percent of any Excess Revenue amount in excess of $35,000,'000 The Consultant and its subconsultant, EPS, shall mutually agree to a method for the allocation of Incentive Compensation to each fmu based on a w~tten agreement between the firms which shall be provided to the Agency prior to execution of this Agreement. The Agreement is Mth the Consultant and Agency shall not be responsible for any payment disputes between Consultant to its subconsultant, EPS. Incentive Compensation shall be made within 45 days of the Agency's close of escrow on a parcel. The Consultant and its subconsultant, EPS, aclmowledges that this Agreement may be terminated or services of either firm terminated or not extended by Agency prior to completion of Agency land sales. In such a case, the Incentive Compensation amount earned by Consultant and its subconsultant, EPS on a parcel basis shall be determined based on the extent of Consultant's involvement in the disposition process on particular parcels. In such a case, final Incentive Compensation due to the Consultant shall be determined by the Agency in consultation with Consultant with the Agency making the final determination, in its sole discretion. CM Mca& ~a-.D~ngnt interra e.xtubit c EXHIBIT D EXHIBIT "D' SCHEDULE OF PERFORMANCE The schedule for individual tasks is inherently uncertain and largely based on scheduling to be defined by the Agency. The Contract Officer will define for Consultant a written schedule of performance for completion of individual tasks.. identified in Ex&ibit A and assigned to Consultant.