HomeMy WebLinkAboutMarket Profiles, Inc. - 2008-10-20CONTRACTS SUBMITTAI p1t, 2:44
CITY CLERK'S OFFnIC,,,,
To: JOAN FLYNN, City Clerk
Name of Contractor: Market Profiles
Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park
Market Absorption Study for the Pacific City CFD
Amount of Contract: $11,500.00
Copy of contract distributed to: The original insurance certificate/waiver distributed
Initiating Dept. F-I to Risk Management F1
Finance Dept. F1 ORIGINAL bonds sent to Treasurer F-1
,a_
Aaine/Extep`sion
City Attorney's Office
G:AttyMisc/Contract Forms/City Clerk Transmittal
Date: /0/ 3d /(),F
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PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
Market Profiles, Inc.
FOR
Market Absorption Study for the Pacific City CFD
Table of Contents
Scopeof Services.....................................................................................................1
CityStaff Assistance................................................................................................2
Term; Time of Performance.....................................................................................2
Compensation..........................................................................................................2
ExtraWork...............................................................................................................2
Methodof Payment..................................................................................................3
Disposition of Plans, Estimates and Other Documents...........................................3
HoldHarmless.........................................................................................................3
Professional Liability Insurance.............................................................................4
Certificate of Insurance............................................................................................5
IndependentContractor............................................................................................6
Terminationof Agreement.......................................................................................6
Assignment and Delegation......................................................................................6
Copyrights/Patents...................................................................................................7
City Employees and Officials..................................................................................7
Notices.........................................................................................
Consent....................................................................................................................8
Modification.............................................................................................................8
SectionHeadings.....................................................................................................8
Interpretation of this Agreement..............................................................................8
DuplicateOriginal.....................................................................:..............................9
Immigration...............................................................................................................9
Legal Services Subcontracting Prohibited................................................................9
Attorney's Fees..........................................................................................................10
Survival.....................................................................................................................10
GoverningLaw.........................................................................................................10
Signatories.................................................................................................................10
Entirety......................................................................................................................10
EffectiveDate.................................................................................11
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
Market Profiles, Inc
FOR
Market Absorption Study - Pacific City C�
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of
Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as
"CITY, and Market Profiles, Inc. 7 a California Corporation hereinafter referred
to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to
Prepare a Market Absorption Study for the Pacific City CFD; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the
Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service
contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is
attached hereto and incorporated into this Agreement by this reference. These services shall
sometimes hereinafter be referred to as the 'PROJECT."
CONSULTANT hereby designates Boyd Martin who shall
represent it and be its sole contact and agent in all consultations with CITY during the
performance of this Agreement.
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2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the
performance of this Agreement.
3. TERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to
commence on October 20 , 20 08 (the "Commencement Date"). This Agreement
shall automatically terminate three (3) years from the Commencement Date, unless extended or
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no
later than One Year
from the Commencement Date. The time for performance
of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule
may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and
CONSULTANT.
In the event the Commencement Date precedes the Effective Date,
CONSULTANT shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY agrees
to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B,"
which is attached hereto and incorporated by reference into this Agreement, a fee, including all
costs and expenses, not to exceed
($11,500
5. EXTRA WORK
Eleven Thousand Five Hundred Dollars
In the event CITY requires additional services not included in Exhibit "A" or
changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such
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work only after receiving written authorization from CITY. Additional compensation for such
extra work shall be allowed only if the prior written approval of CITY is obtained.
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit 11B."
7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including,
without limitation, all original drawings, designs, reports, both field and office notices,
calculations, computer code, language, data or programs, maps, memoranda, letters and other
documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY
upon expiration or termination of this Agreement or upon PROJECT completion, whichever
shall occur first. These materials may be used by CITY as it sees fit.
8. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless
CITY, its officers, elected or appointed officials, employees, agents and volunteers from and
against any and all claims, damages, losses, expenses, judgments, demands and defense costs
(including, without limitation, costs and fees of litigation of every nature or liability of any kind
or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's
subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its
failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its
officers, agents or employees except such loss or damage which was caused by the sole
negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole
cost and expense and CITY shall approve selection of CONSULTANT's counsel. This
indemnity shall apply to all claims and liability regardless of whether any insurance policies are
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applicable. The policy limits do not act as limitation upon the amount of indemnification to be
provided by CONSULTANT.
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability
insurance policy covering the work performed by it hereunder. This policy shall provide
coverage for CONSULTANT's professional liability in an amount not less than One Million
Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance
shall not contain a self -insured retention, "deductible" or any other similar form of limitation on
the required coverage except with the express written consent of CITY. A claims -made policy
shall be acceptable if the policy further provides that:
A. The policy retroactive date coincides with or precedes the initiation of the
scope of work (including subsequent policies purchased as renewals or
replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents that
might give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during the
required extended period of coverage following PROJECT completion. If insurance is
terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision
of at least two (2) years to report claims arising from work performed in connection with this
Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance required
by this section or fails or refuses to furnish the CITY with required proof that insurance has been
procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to
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forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be
paid for its time and materials expended prior to notification of termination. CONSULTANT
waives the right to receive compensation and agrees to indemnify the CITY for any work
performed prior to approval of insurance by the CITY.
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall
furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverage as required by this Agreement; the certificate shall:
A. provide the name and policy number of each carrier and policy;
B. state that the policy is currently in force; and
C. shall promise that such policy shall not be suspended, voided or canceled
by either party, reduced in coverage or in limits except after thirty (30)
days' prior written notice; however, ten (10) days' prior written notice in
the event of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force until the
work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not derogate
from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in
this Agreement. CITY or its representative shall at all times have the right to demand the
original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely
manner, the premiums on the insurance hereinabove required.
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11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and all
payment of all taxes, social security, state disability insurance compensation, unemployment
compensation and other payroll deductions for CONSULTANT and its officers, agents and
employees and all business licenses, if any, in connection with the PROJECT and/or the services
to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. CITY may terminate CONSULTANT's services hereunder at any time with or without
cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement
by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as
provided herein. In the event of termination, all finished and unfinished documents, exhibits,
report, and evidence shall, at the option of CITY, become its property and shall be promptly
delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be
assigned, delegated or subcontracted by CONSULTANT to any other person or entity without
the prior express written consent of CITY. If an assignment, delegation or subcontract is
approved, all approved assignees, delegates and subconsultants must satisfy the insurance
requirements as set forth in Sections 9 and 10 hereinabove.
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4
14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material
produced as a result of this Agreement.
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee
in the work performed pursuant to this Agreement. No officer or employee of CITY shall have
any financial interest in this Agreement in violation of the applicable provisions of the California
Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given either
by personal delivery to CONSULTANT's agent (as designated in Section I hereinabove) or to
CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage
prepaid, and depositing the same in the United States Postal Service, to the addresses specified
below. CITY and CONSULTANT may designate different addresses to which subsequent
notices, certificates or other communications will be sent by notifying the other party via
personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested:
TO CITY:
City of Huntington Beach
ATTN: Stanley Smalewitz
2000 Main Street
Huntington Beach, CA 92648
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TO CONSULTANT:
Boyd Martin, Chairman
200 North Tustin Ave. #102
Santa Ana, CA 92705
PHONE: (714) 546-3814
17. CONSENT
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval to
any subsequent occurrence of the same or any other transaction or event.
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive and are
included solely for convenience of reference only and are not representative of matters included
or excluded from such provisions, and do not interpret, define, limit or describe, or construe the
intent of the parties or affect the construction or interpretation of any provision of this
Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against any of the parties. If any
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining
covenants and provisions of this Agreement. No covenant or provision shall be deemed
dependent upon any other unless so expressly provided here. As used in this Agreement, the
masculine or neuter gender and singular or plural number shall be deemed to include the other
whenever the context so indicates or requires. Nothing contained herein shall be construed so as
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to require the commission of any act contrary to law, and wherever there is any conflict between
any provision contained herein and any present or future statute, law, ordinance or regulation
contrary to which the parties have no right to contract, then the latter shall prevail, and the
provision of this Agreement which is hereby affected shall be curtailed and limited only to the
extent necessary to bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of
the date of its execution and delivery, be deemed an original. Each duplicate original shall be
deemed an original instrument as against any party who has signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration
and naturalization laws of the United States and shall, in particular, comply with the provisions
of the United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside
the scope of services contemplated hereunder. CONSULTANT understands that pursuant to
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONSULTANT.
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24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the
terms and/or provisions of this Agreement or to secure the performance hereof, each party shall
bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its
attorney's fees from the nonprevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive
the expiration or termination of this Agreement, shall so survive.
CP
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of
the State of California.
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the
power. authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify CITY fully for any injuries or damages to CITY in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn.
CONS irLT ANT's initials'`
x
28. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement
freely and voluntarily following extensive arm's length negotiation, and that each has had the
opportunitA to consult with legal counsel prior to executing this Agreement. The parties also
acknowledge and agree that no representations, inducements, promises, agreements or
warranties, oral or otherwise, have been made by that party or anyone acting on that party's
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behalf, which are not embodied in this Agreement, and that that party has not executed this
Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or
circumstance not expressly set forth in this Agreement. This Agreement, and the attached
exhibits, contain the entire agreement between the parties respecting the subject matter of this
Agreement, and supersede all prior understandings and agreements whether oral or in writing
between the parties respecting the subject matter hereof.
29. EFFECTIVE DATE
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized officers. This Agreement shall be effective on the date
of its approval by the City Attorney. This Agreement shall expire when terminated as provided
herein.
CONSULTANT,
MARKET COMPA AM
By:
tv Oil R77
prit name
ITS: (circle on C —inn resident/Vice President
AND
B
c_1 vn
t.nam,
ITS: (circle on SecretaryXhief Financial Officer/Asst.
Secretary — Treasurer
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CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
California
Economic Development rector/Chief
(Pursuant To HBMC §3.03.100)
APPROVED AS TO FORM:
?'f- �(�c �--
—
(,— City Attorney T—
Date l cI ?0 / 0 e
EXHIBIT "A"
A. STATEMENT OF WORD:
The Scope of Work, Budget and Timing parameters under which Market Profiles
will prepare a Market Absorption Study for incorporation into offering documents in
conjunction with the proposed Pacific City Community Facilities District, which is to be
secured by the residential portions of the Pacific City mixed use development by Makar
Properties.
Based on information provided to Market Profiles by Makar, the residential area of the
project will consist of four product lines in four phases, with each product line built
above one to two stories of subterranean or semi -subterranean parking. Following is a
summary of the various product lines by phase, as currently planned by Makar.
Total Units Sa. Ft. Ranae Unit Tvpe
Phase 1
136
969-1,999
3&4 stories - flats over parkin
Phase II (W-branded)
92
1,000-3,000
4 stories - flats over parking
Phase III
161
850-2,200
3&4 stories - flats over parkin
Phase IV
127
1,150-2,750
4 stories -stacked TH over parking
The purpose of this analysis is to evaluate the market opportunity for these proposed
products, providing recommended pricing and a conclusion of absorption performance
over the life of the project.
B. CONSULTANT'S DITTIES AND RESPONSIBILITIES:
1. Data Collection and Analysis
To assess the market potential of the subject property, Market Profiles will perform the
following tasks:
❑ Review the site plans for the subject development as provided by the
developer, and assess their potential in the marketplace. Recommend
any changes necessary to better address the needs of consumer.
❑ Prepare an economic background analysis including a review and forecast
of housing demand by price range for the Proposed Study Area based
upon the following factors:
❑ Employment
❑ Population growth
❑ Household formation and composition
❑ Income levels
❑ Historical absorption trends
❑ Consumer attitudes
❑ Overall economic conditions
jmp/contracts group/exA/10/17/08
EXHIBIT ' `A'
® Detailed field survey of competitive projects within the Competitive
Housing Market Area (CHMA) to determine specific product
characteristics, features, recreational amenities, unit pricing/rent levels,
premium structures, sales/leasing experience, and consumer profiles. A
map of all competitive projects will also be provided.
Review of resale activity in the CHMA to determine values and activity
levels.
® Review of historical sales trends to determine past absorption levels
among specific price/rent ranges and product types.
® Review of proposed competitive development activity for the CHMA to
assess the future posture of the marketplace.
® Physical inspection of the subject development site to confirm the strength
of the location versus the most salient competition including topography,
climate, ingress/egress, neighborhood composition, schools, shopping
and recreational amenities while being aware of any special features
inherent with the site.
Conclusions and Recommendations
Based upon an analysis of the aforementioned primary research, concise conclusions
and specific market positioning recommendations will be derived, as follows:
® Characterization of the current and projected market conditions relative to
the development of the subject site.
® Characterization of the status of projects undergoing the entitlement
process with accompanying tables listing the developer/applicant, location
and number of units to be developed.
® Recommendations of optimum pricing level, premium range, and target
markets for each product line.
L) Forecast of market absorption by product type.
jmp/contracts group/exA/10/17/08
EXHIBIT "A"
Signed Official Statement
Market Profiles will provide a statement for inclusion in the Preliminary Official
Statement and the Official Statement indicating that the Market Absorption Analysis was
included with its permission, and that neither the Market Absorption Analysis nor the
information in the Official Statement referring to it contains any untrue statement of a
material fact or fails to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, and no events or
occurrences have come to the Market Absorption Consultant's attention that would
materially change the opinions set forth in the Market Absorption Analysis.
C. CITY'S DUTIES AND RESPONSIBILITIES:
1. Staff to correspond with CONSULTANT commencement of the market
absorption study to the delivery of the final product provided by CONSULTANT.
D. WORD PROGRAM/PROJECT SCHEDULE:
Work shall commence upon execution of this contract and a draft of the report in PDF
format will be available for review within 45 calendar days.
jmp/contracts group/exA/10/17/08
i
EXHIBIT "B"
Payment Schedule (Fixed Fee Payment)
1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee
set forth herein in accordance with the following progress and payment schedules.
Complete the Scope of Services for a not exceed amount of $11,500:
After Review the site plans for the subject development as provided by the developer,
and assess their potential in the marketplace. Recommend any changes necessary to
better address the needs of consumer — 25% of payment due
Electronic mail of a draft report — 25% of payment due
Completion of the final report including executive summary, providing an electronic copy
and two printed and bound copies of the final report — 50% of payment due
2. Delivery of work product: A copy of every memorandum, letter, report, calculation
and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate
progress toward completion of tasks. In the event CITY rejects or has comments on any such
product, CITY shall identify specific requirements for satisfactory completion.
3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment
due. Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making
satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall
approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the
invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an
invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the
schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the
parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or
until this Agreement has expired or is terminated as provided herein.
4. Any billings for extra' work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the
information required above, and in addition shall list the hours expended and hourly rate charged for
such time. Such invoices shall be approved by CITY if the work performed is in accordance with the
extra work or additional services requested, and if CITY is satisfied that the statement of hours
worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any
Surfnet Exhibit B
EXHIBIT B
Fixed Fee Payment
dispute between the parties concerning payment of such an invoice shall be treated as separate and
apart from the ongoing performance of the remainder of this Agreement.
Surfnet Exhibit B
EXHIBIT B
Fixed Fee Payment
10/21/200B 07:41 7145460953 MARKET PROFILES PAGE 01
200 North Tusttn Avenue, Suite 102
Santa Ana, California 9Z705
C 714,546,3614
f: 714.546.0953
e-mail'. rreicher@marketprofilesinc.com
[�Mmro;.i
7b: Nova Punongbayan From Bob Reicher
Fax: 714-375-5087 Pages: 15 , including cover
Phone: 7143755183 fie: 10/21 /2008
Re: Active Contract cc-
Nova -
The attached contract is active with the City of Irvine. We were selected in an RFP
process to be the Market Absorption Consultant for projects of the City, the Great
Park Corporation and the City of Irvine RDA.
The contract runs for 3 years, and each project is done on an as -needed basis.
While we currently do not have any active engagements, the contract itself is active
and valid.
The contact person at the City of Irvine is Donna Mullally. Her e-mail address is
dmullal(y(aci.irvine.ca.us. Other contact information is below.
Donna Mullally
City of Irvine
Manager of Fiscal Services
Phone: (949) 724-6037
Fax: (949) 724-6030
OCT-21-200e 0e:59 7145460953 9e% P.01
10/21/2008 07:41 714b460953 MARKET PROFILES PAGE 02
D�JPLICATF
AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
1-HIS AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES (the "Agreement")
is made and enterad into aE ref lful!y 1, 2007, by and behveio the CITY OF iRVINE, a municipal
corporation ("City"), and Market Profiles, Inc., a Califomia Corporation ("Contractor"). (The term
Contractor includes professionals performing in a consulting capacigl.)
PART
FUNDAMENTAL TERMS
A. Location of Project: The City of Irvine location(s) as set forth in PART IV, Scope of
Services., included herein.
B. Description of Services/Goods to be Provided: Professional Consulting Services as a
City of iNine Consultant Team member for the specialty area(s) set forth below, in accordance
With PART IV, Scope of Services, included herein (reference RFP 07-2209). .
Y Financial Services, Market Absorption Consultant
C. Term: Unless terminated earlier as set forth in this Agreement, the services shall
commence on July 1, 2007 ("Commencement Date") and shall continue through June 30, 2010
(or later to allow for completion of any project that commenced during the Term).
D. Party Representatives:
D.1, The City designates the following person/officer to act on City's behalf: Tracy
Hamilton, Purchasing Agent
D.2. The Contractor designates the following person to act on Contractor's behalf: Robert
Reicher
E. Notices: Contractor shall deliver all notices and other writings required to be delivered
under this Agreement to City at the address set forth In Part 11 ("General Provisions"). The City
shall deliver all notices and other writings required to be delivered to Contractor at the address set
forth following Contractor's signature below.
F. Attachments: This Agreement incorporates by reference the following. Attachments to
this Agreement:
F.1.
Part I:
Fundamental Terms
F.2.
Part II:
General Provisions
F.3.
Part III:
Special Provisions
F.4.
Part IV:
Scope of Services
F.5.
Part V:
Budget
G. integration: This Agreement represents the entire understanding of City and Contractor
as to those matters contained herein. No prior oral or written understanding shall be of any force
or effect with regard to those matters covered by this Agreement, This Agreement supersedes
OCT-21-200e 06:58 71454GO953 9e% P.02
10/21/2008 07:41 7145460953 MARKET PROFILES PAGE 03
and cancels any and all previous negotiations, arrangements, agreements, and understandings, if
any, between the parties, and gone shall be used to interpret ?his Agreament.
IN WITNESS VVHERE:OF, the parties have executed and antered into this Agreement as
of the date first set forth above.
CITY OF iRVINE, MARKET PROFILES, INC.
By: ( s` sir , By:
Its: Director of Administrative Services Its: Chairman of the Board
Attest:
By: t �_
City Clerk of thd City of Irvine
APPROV:dcIS, 49/L'OL
RM:
RUTAN g( ,�jt�KP
Philip D:
By:�L(
Its: Secretary
Name and Address for Notices and Payments".
Robert Reicher
200 N. Tustin Avenue, Suite 102
Santa Ana, CA 92705
Telephone Number. (714)546-3812x118
FAX Number. (714)546-0953
Email: rreicher@marketprofilesiinc.com
2
OCT-21-2008 09:5e 7145460953 98/ P.03
10/21/2006 07:41 71454609t3 MARKET PROFILES PAGE 04
PART
GENERAL PROVISIONS
SECTION ONE- $F,RV�F-,S OF CONTRACTOR
1.1 ScQn® Qf _ ices. In compliance with all terms and conditions of this Agreement,
Contractor shall provide the goods and/or services shown on Part IV hereto ("Scope of Services"), which may
be referred to herein as the "services" or the 'Work." If this Agreement is for the provision of goods, supplies,
equipment or personal property, the terms "services" and "work" shall include the provision (and, if
designated in the Scope of Services, the installation) of such goods, supplies, equipment or personal
property.
1.2 Chames and Additions to Scope of Services. City shall have the right at any time during
the performance of the services, without invalidating this Agreement; to order extra work beyond that
specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No
such work shall be undertaken unless a written order is first given by City to Contractor, incorporating therein
any adjustment in (1) the Budget, and/or (ii) the time to perform this Agreement, which adjustments are
subject to the written approval of the Contractor. it is expressly understood by Contractor that the provisions
of this Section 1.2 shall not apply to services specifically set forth In the Scope of Services or reasonably
contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be
provided pursuant to the Scope of Services may be more costly or time consuming than Contractor
anticipates and that Contractor shall not be entitled to additional compensation therefor,
1.3 Standard of Perfointtanpe. Contractor agrees that all services shall be performed in a
competent, professional, and satisfactory manner In accordance with the standards prevalent in the industry,
and that all goods, materials, equipment or personal property included within the services herein shall be of
good quality, Fit for the purpose intended.
1.4 Performpnce to Sqtlsfectlon Qf guy. Contractor agrees to perform all work to the
satisfaction of City within the time specified. If City reasonably determines that the work is not satisfactory,
City shall have the right to take appropriate action, including but not limited to: (i) meeting with Contractor to
review the quality of the work and resolve matters of concern; (ii) requiring Contractor to repeat unsatisfactory
work at no additional charge until it is satisfactory; (iii) suspending the delivery of work to Contractor for an
indefinite time; (iv) withholding payment; and (v) terminating this Agreement as hereinafter set forth.
1.6 ne D-olm M. In the performance of this Agreement, Contractor shall report to
and receive instructlons from the City's Representative designated in Paragraph D.1 of Part I ("Fundamental
Terms'; of this Agreement. Tasks or services other than those specifically described in the Scope of
Services shall not be performed without the prior wntten approval of the City's Representative.
1.6 FatrJifadty with Work. By executing this Agreement, Contractor warrants that Contractor
(i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully
considered how the services should be performed, and (iii) fully understands the facilities, difficulties, and
restrictions attending performance of the services under the Agreement. If the services involve work upon
any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted
with the conditions there existing, prior to commencement of services hereunder. Should the Contractor
discover any conditions, including any latent or unknown conditions, which will materially affect the
performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not
proceed except at Contractor's risk until written Instructions are received from the City's Representative.
1.7 Prohibition ,tainst Subcontmk [iq or Assignment. Contractor shall not contract with
any other entity to perform in whole or in part the services required hereunder without the express written
approval of City. In addition, neither the Agreement nor any interest herein may be transferred, assigned,
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conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of
creditors or omerwise, without the prior written approval of City. In the event of any unapproved transfer;
Including any bankruptcy proceeding, City may void the Agreement at City's option in its sole and absolute
discretion. No approved transfer shall release any surety of Contactor of any liability hereunder wit�out the
express consent of City.
1.8 Comper9setion. Contractor shall be compensated in accordance with the terms of Part V
hereto ("Budget"). Included in the Budget are all ordinary and overhead expenses incurred by Contractor and
Its agents and employees, including meetings with City representatives, and incidental costs incurred in
performing under this Agreement.
SECTION TWO: INSURANCE ARID INDEMNiFICATION
2.1 Insurgce. Without limiting Contactors indemnification oaligations, Contractor shall
procure and maintain, at its sole cost and for the duration of this Agreement, insurance coverage as provided
below, against all claims for injuries against persons or damages to property which may arise from or in
connection with the performance of the work hereunder by Contractor, its agents, representatives,
employees, and/or subcontractors. In the event that Contractor subcontracts any portion of the work in
compliance with Section 1.7 of this Agreement, the contract between the Contractor and such subcontractor
shall require the subcontractor to maintain the same policies of insurance that the contractor is required to
maintain pursuant to this Section 2.1.
2.1.1 ,Insurance CoygMgg Requi ed. The policies and amounts of insurance required
hereunder shall be as set forth below. The City reserves the right to require increased insurance
limits for certain high -value and/or high -risk projects relating to engineering or architectural design.
(a) General j bi L (including premises and operations,
contractual liability, personal injury, independent contractors liability): One
Million Dollars ($1,000,000.00) single limit, per occurrence. If commercial
general liability insurance or other form with a general aggregate limit is
used, either the general aggregate shall apply separately to each project, or
the general aggregate limit shall be three times the occurrence limit,
(b) AutQmobile Lia I� (including owned, non -owned, leased,
and hired autos): One Million Dollars ($1,000,000.00), single limit, per
occurrence for bodily injury and property damage.
(c) Workers' Cotrtpensation and Emoloyer's Liability:
Workers' Compensation Insurance (if Contractor is required to have) in an
amount required by the laws of the State of California and Employer's
Liability insurance in the amount of One Million Dollars ($1,000.000,00) per
occurrence for injuries incurred in providing services under this Agreement.
(d) Professional Liability (covering errors and omissions):
One Million Dollars ($1,000,000.00) per occurrence or claims made, unless
otherwise approved in writing by City.
(a) Other Insurance: Such other policies of insurance as may be
required in Part III hereto ("Special Provisions").
2.1.2 Gone A Requirement;$, Contractor's insurance:
(a) Shall be issued by an insurance company which is an admitted
carrier In the State of California and maintains a Secure Best's Rating of
"A" or higher; unless otherwise approved in writing by City. For
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Professional Liability insurance only, the City will accept a carrier that is not
admitted in the State of Califomi.a,
(b) Genera) Liability, Automobile i-lability and Employer's LiabiNy
shell name the City, rand its officers, officials, employees, agents,
representatives and volunteers (collectively hereinafter "City and City
Personnel'') as additional insureds and contain no special limitations on the
scope of protection afforded to City and City Personnel. All insurance
provided hereunder shall inciude the appropriate endorsements;
(c) Shalt be primary insurance and any insurance or self-insurance
maintained by City or City Personnel shall be in excess of Contractor's
insurance and shall not contribute with it;
(d) Shall be "occurrence" rather than "claims made" insurance,
except for Professional Liability,insurance, which may be for claims made;
(e) Shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the Insurer's
liability;
(f) Shall be endorsed to state that the insurer shall waive all rights
of subrogation against City and City Personnel, excluding Professional
Liability,
(g) Shall be endorsed to state that coverage shall not be
suspended, voided, cancelled, reduced in coverage or in limits, non -
renewed, or materially changed for any reason, without thirty (30) days prior
written notice thereof given by the insurer to City by U.S. mail, or by
personal delivery, except for nonpayment of premiums, in which case ten
(10) days prior notice shall be provided.
2.1.3 QRS iAptWes, Any deductibles or self -insured retentions must be declared to and
approved by City prior to the execution of this Agreement by City.
2.1.4 gy1dence of Covolaa. Contractor shall furnish City with certificates of insurance
and appropriate endorsements demonstrating the coverage required by this
Agreement which shall be received and approved by Clty not less than five (5)
working days before work commences.
2.1.5 Workers' Corrtpg�e�{tlon insurance. If Contractor Is required to provide Workers'
Compensation Insurance, Contractor shall file with City the following signed certification:
"I am aware of, and will comply with, Divisions 4 and 5 of the California
Labor Code by securing, paying for, and maintaining in full force and effect
for the duration of the contract, complete Workers' Compensation
Insurance, and shall furnish a Certificate of Insurance to City before
execution of the Agreement."
In the event Contractor has no employees requiring Contractor to provide Workers' Compensation
Insurance, Contractor shall so certify to City In writing prior to City's execution of this Agreement.
City and City Personnel shall not be responsible for any claims in law or equity occasioned by failure
of the Contractor to comply with this section or with the provisions of law relating to Workers'
Compensation.
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2.1.6 Workers' CornpQnsatlon Insurance - Alternft Employers EndomomePt. If .
Contractor is providing on -site staffing services, then the Workers' Compensation insurance shall
include an Alternative Employers Endorsement.
2.1.7 1 EMOpq Cer$6ficates a,gq Endorsements. Insurance certificates and
endorsements should be addressed to:
Attn; Purchasing Agent
City of Irvine
P. O. Box 19675
Irvine, CA 92623-9676
2.2 lnd=,QlflFatlpn. Contractor shall indemnify, defend, and hold City and City Personnel
harmless from and against any and all actions, suits, claims, demands, judgments, attorney's fees, costs,
damages to persons or property, losses, penalties, obligations, expenses or liabilities (herein "claims" or
"liabilities") that may be asserted or claimed by any person or entity arising out of the willful or negligent acts,
errors or omissions of Contractor, Its employees, agents, representatives or subcontractors in the
performance of any tasks or services for or on behalf of City, whether or not there is concurrent active or
passive negligence on the part of City and/or City Personnel, but excluding such claims or liabilities arising
from the sole active negligence or willful misconduct of City or City Personnel. In connection therewith:
2.2.1 Contractor shall defend any action or actions filed in connection with any such
claims or liabilities, and shall pay all costs and expenses, including attorney's fees incurred in
connedion therewith.
2.2.2 Contractor shall promptly pay any judgment rendered against City or any City
Personnel for any such claims or liabilities,
2.2.3 In the event City and/or any City Personnel is made a party to any action or
proceeding filed or prosecuted for any such damages or other claims arising out of or in connection
with the negligent performance or a failure to perform the work or activities of Contractor, Contractor
shall pay to City any and all costs and expenses incurred. by City or City Personnel in such action or
proceeding, together with reasonable attorney's fees and expert witness fees.
SECTION THREE: LEGAL UgaMQNS ANQ RESP_ NSIBILITIES
3.1 Compliance with Laws. Contractor shall keep Itself fully informed of all existing and future
state and federal laws and all county and city ordinances and regulations which in any manner affect those
employed by it or In any way affect the performance of services pursuant to this Agreement Contractor shall
at all times observe and comply with all such laws, ordinances, and regulations and shall be responsible for
the compliance of all work and services performed by or on behalf of Contractor. When applicable,
Contractor shall not pay less than the prevailing wage, which rate is determined by the Director of Industrial
Relations of the State of California.
3.2 Licenses,'PerMU,�acl_Aseasaments. Contractor shall obtain at Its sole cost and
expense all licenses. permits, and approvals that may be required by law for the performance of the services
required by this Agreement. Contractor shell have the sole obligation to pay any fees, assessments, and
taxes, plus applicable penalties and interest, which may be Imposed by law and arise from or are necessary
for Contractor's performance of the services required by this Agreement., and shall indemnify, defend, and
hold harmless City against any such fees:, esses=ents, taxes, penalties, or interest levied, assessed, or
imposed against City thereunder,
3.3 Covenant Against Blscrtmlrratlon. Contractor covenants for itself, Its heirs, executors,
assigns, and all persons claiming under or through It, that there shall be no discrimination against any person
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on account of race, color, creed, religion, sax, marital status, national origin, or ancestry, in the performance
of this Agreement. Contractor further covenants and agrees to comply with the terms of the Americans with
Disabilities Act of 1990 (42 U.S.C. S12101 4i� sec.) as the same may be amended from time to time.
3.4 g rye e� ndertt Gonfira ;, Contractor shall perform all services required herein as an
independent contractor of City and shall rornain at all times as to City a wholly independent contractor. City
shall not in any way or for any purpose ber.,ome or be deemed to be a partner of Contractor in its business or
otherwise, or a joint venturer, or a member of any joint enterprise with Contractor. Contractor shall not at any
time or in any manner represent that it or any of its agents or employees are agents or employees of City.
Neither Contractor nor any of Contractor's employees shall, at any time, or In any way, be entitled to any sick
leave, vacation, retirement, or other fringe benefits from the City; and neither Contractor nor any of its
employees shall be paid by City time and one-half for working in excess of forty (40) hours in any one week,
City is under no obligation to withhold State and Federal tax deductions from Contractor's compensation.
Neither Contractor nor any of Contractor's employees shall be included in the competitive service, have any
property right to any position, or any of the rights an employee may have in the event of termination of this
Agreement.
3.6 4e of Patyato Materials. Contractor shall assume all costs arising from the use of
patented or copyrighted materials, including but not limited to equipment, devices, processes, and software
programs, used or incorporated In the services or work performed by Contractor under this Agreement.
Contractor shall indemnify, defend, and save the City harmless from any and all suits, actions or proceedings
of every nature for or on account of the use of any patented or copyrighted materials,
3.6 EM112detarry InfgM2jUM All proprietary information developed specifically for City by
Contractor in connection with, or resulting from, this Agreement, including but not limited to inventions,
discoveries, Improvements, copyrights, patents, maps, reports, textual material, or software programs, but not
including Contractor's underlying materials, software, or know-how, shall be the sole and exclusive property
of City, and are confldential and shall not be made available to any person or entity without the prior written
approval of City. Contractor agrees that the eompensatlon to be paid pursuant to this Agreement includes
adequate and sufficient compensation for any proprietary information developed in connection with or
resulting from the performance of Contractor's services under this Agreement Contractor further
understands and agrees that full disclosure of all proprietary information developed in connection with, or
resulting from, the performance of services by Contractor under this Agreement shall be made to City, and
that Contractor shall do all things necessary and proper to perfect and maintain ownership of such proprietary
information by City.
3.7 Rete _ lan of Funds. Contractor hereby authorizes City to deduct from any amount payable
to Contractor (whether arising out of this Agreement or otherwise) any amounts the, payment of which may be
in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages
suffered by City, and all amounts for which City may be liable to third parties, by reason of Contractor's
negligent acts, errors, or omissions, or willful misconduct, in performing or falling to perform Contractor's
obligations under, this Agreement. City in its sole and absolute discretion, may withhold from any payment
due Contractor, without liability for interest, an amount sufficient to cover such claim or any resulting lien. The
failure of City to exercise such right to deduct or withhold shall not act as a waiver of Contractor's obligation to .
pay City any sums Contractor owes City,
3.6 Terrningif#Q0 ly Ch City reserves the right to terminate this Agreement at any time, with
or without cause, upon written notice to Contractor. Upon receipt of any notice of termination from City,
Contractor shall immediately cease all services hereunder except such as may be specifically approved in
writing by City, Contractor shall be entitled to compensation for all services rendered prior to receipt of City's
notice of termination and for any services authorized in writing by City thereafter. If termination is due to the
failure of Contractor to fulfill its obligations under this Agreement, City may take over the work and prosecute
the same to completion by contract or otherwise, and Contractor shall be liable to the extent that the total cost
for completion of the services required hereunder, including costs incurred by City in retaining a replacement
contractor and similar expenses, exceeds the Budget
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3.9 Waht tQ , Work; Termini tlon iBy Contractor. Contractor shall have the right to stop
work only if City fails to timely make a payment required under the terms of the Budget, Contractor may
terminate this Agreement only for cause, upon thirty (30) days' prior written notice to City. Contractor shall
immediately cease all services hereunder as of the date Contractor's notice of termination is sent to City,
except such services as may be specific.31ly approved in writing by City. Contractor shall be entitled to
comp ansat.ion for all services rendered prior to the date notice of termination is sent to City and for any
services authorized in writing by City thereafter. If Contractor terminates this Agreement because of an error,
omission, or a fault of Contractor, or t'ontractor's willful misconduct, the terms of Section 3.8 relating to City's
right to take over and finish the work and Contractor's liability therefor shall apply.
3.10 cr. No delay or omission In the exercise of any right or remedy by a nondefaulting
party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or
approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive
or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either
party of any default must be in writing.
3.11 Lou I Actions. Legal anions concerning any dispute, claim, or matter arising out of or In
relation to this Agreement shall be instituted and maintained In the Municipal and Superior Courts of the State
of Calffomia in the County of Orange, or in any other appropriate court with jurisdiction In such County, and
Contractor agrees to submit to the personal jurisdiction of such court.
3.12 Riahfis and Remedies orl Curr;�{�i ve. 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.
3.13 Attorneys` Fees. In any action between the parties hereto seeking enforcement of any of
the terms or provisions of this Agreement or in connection with the performance of the work hereunder, the
party prevailing in the final judgment in such action or proceeding, In addition to any other relief which may be
granted, shall be entitled to have and recover from the other party its reasonable costs and expenses,
including, but not limited to, reasonable attorney's fees, expert witness fees, and courts costs, If either party
to this Agreement is required to initiate or defend litigation with a third party because of the violation of any
term or provision of this Agreement by the other party, then the party so litigating shall be entitled to Its
reasonable attorney's fees and costs from the other party to this Agreement.
3.14 Force Ma cure. The time period specified in this Agreement for performance of services
shall be extended because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of City or Contractor, Including, but not restricted to, acts of nature or of the public enemy,
unusually severe weather, fires, earthquakes,, floods, epidemics, quarantine restrictions, riots, strikes, freight
embargoes, wars, litigation, and/or acts of any governmental agency, including City, if the delaying party shall
within ten (10) days of the commencement of such delay notify the other party In writing of the causes of the
delay. If Contractor is the delaying party, City shall ascertain the facts and the extent of delay, and extend the
time for performing the services for the period of the enforced delay when and If in the judgment of City such
delay is justified. City's determination shall be final and conclusive upon the parties to this Agreement. In no
event shall Contractor be entitled to recover damages against City for any delay in the performance of this
Agreement, however caused. Contractor's sole remedy shall be extension of this Agreement pursuant to this
Section 3.14,
3.16 Nqn-11[ability of City OMcers qpg. Emgjoyees. No officer, official, employee, agent,
representative, or volunteer of City shall be personally liable to Contractor, or any successor in interest, in the
event of any default or breach by City, or for any amount which may become due to Contractor or Its
successor, or for breach of any obligation of the terms of this Agreement.
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3.16 coarlgt$
A. No officer, official, employer).. agent; representative or volunteer of City shall have any
financial interest, direct or indirect, in this Agreement, or participate in any decision relating to this
Agreement that affects his or her financial interest or the financial interest of any corporation, partnership,
association or other entity in which he or she is interested, in violation of any Federal, State or City
statute, ordinance or reguietion. Contractor shall not employ any such person while this Agreement is in
effect,
S. Contractor represents, warrants and covenants that he, she or it presently has no interest,
direct or indirect, that would interfere with or impair in any manner or degree the performance of
Contractor's obligations and responsibilities under this Agreement. Contractor further agrees that while
this Agreement is in effect, Contractor shall not acquire or otherwise obtain any interest. direct or indirect,
that would interfere with or impair in any manner or degree the performance of Contractor's obligations
and responsibilities under this Agreement.
C. Contractor acknowledges that pursuant to the provisions of the Political Reform Act
(Government Code section 87100 et seq. ), City may determine Contractor to be a "Consultant' as that
term is defined by the Act. In the event City makes such a determination, Contractor agrees to complete
and file a "Statement of Economic Interest' with the City Clerk to disclose such financial interests
as required by City. In such event, Contractor further agrees to require any other person doing work
under this Agreement to complete and file a "Statement of Economic Interest" to disclose such other
person's financial interests as required by City.
3.17 C0mP1Ionp9 With Calovment InsuranGa Code Section 1088.8.
If Contractor is a Sole Proprietor, then prior to signing the Agreement, Contractor shall provide to the City
a completed and signed Form W-9, Request for Taxpayer Identification Number and Certification.
Contractor understands that pursuant to California Unemployment Insurance Code Section 1088.8, the
City will report the information from Form W-9 to the State of California Unemployment Development
Department, and that the information may be used for the purposes of establishing, modifying, or
enforcing child support obligations, including collections, or reported to the Franchise Tax Board for tax
enforcement purposes.
SECTION FOUR: MISCELLANEOUS PRAVI§I_M
4.1 ecord$ gto _sports. Upon request by City. Contractor shall prepare and submit to City
any reports conceming Contractors performance of the services rendered under this Agreement. City shall
have access, upon reasonable notice, to the books and records of Contractor related to Contractors
performance of this Agreement in the event any audit is required. All drawings, documents, and other
materials prepared by Contractor in the performance of this Agreement (i) shall be the property of City and
shall be delivered at no cost to City upon request of City or upon the termination of this Agreement, and (ii)
are confidential and shall not be made available to any Individual or entity without prior written approval of
City. Contractor shall keep and maintain ail records and reports related to this Agreement for a period of
three (3) years following termination of this Agreement, and City shall have access to such records in the
event any audit is required.
4.2 NQUPes. Unless otherwise provided herein, all notices required to be delivered under this
Agreement or under applicable law shall be personally delivered, or delivered by United States mail, prepaid,
certitled, return receipt requested, or by reputable document delivery service that provides a receipt showing
date and time of delivery, Notices personally delivered or delivered by a document delivery service shall be
effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m, on the second calendar day
following dispatch. Notices to the City shall be delivered to the following address, to the attention of the City
Representative set forth in Paragraph D.1 of the Fundamental Terms of this Agreement:
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To City: City of Irvine
One Civic Center Plaza (92606) (Nano Deliveries)
P. 0. Box 19575
Irvine, CA 92623-9575
Notices to Contractor shall be delivered to the address set forth below Contractor's signature on Part I of this
Agreement, to the attention of Contractor's Representative set forth in Paragraph D.2 of the Fundamental
Terms of this Agreement. Changes in the address to be used for receipt of notices shall be effected in
accordance with this Section 4.2.
4.3 Qonstructiga and Amendment. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against either party by
reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
The headings of sections and paragraphs of this Agreement are for convenience or reference only, and shell
not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement.
This Agreement may only be amended by She mutual consent of the parties by an instrument in writing.
4.4 Severabilitto. Each provision of this Agreement shall be severable from the whole. If any
provision of this Agreement shall be found contrary to law, the remainder of this Agreement shall continue in
full force.
4,5 utA hortty. The person(s) executing this ,Agreement on behalf of the parties hereto warrant
that (i) such party is duly organized and existing, (il) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the
provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any
other Agreement to which said party :s bound,
4.6 Speoia► ProatWM6. Any additional or supplementary provisions or modifications or
alterations of these General Provisions shall be set forth in Part III of this Agreement ('Specie[ Provisions").
4.7 PrecedSM. in the event of any discrepancy between Part I ('Fundamental Terms"), Part I I
('General Provisions"), Part III ('Special Provisions"), Part IV ("Scope of Services"), and/or Part V ('Budget"),
Part III shall take precedence and prevail over Parts I, 11, IV and V; Part II shall take precedence and prevail
over Parts 1, IV and V; Part IV shall take precedence and prevail over Parts I and V; and Part V shall take
precedence over Part I.
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PART III
SPECIAL PROVISIONS
1) The City Manager of the Ciry of Inane reserves the right to audit the Contractor's compliance
with ali of the terms and conditions of this Agreement at any time.
2) Contractors who provide on -site services for the City of Irvine shall obtain, within five (5) days
of executing this Agreement, a City of Irvine business license and shall maintain a current
busiress license throughout the term of this Agreement.
3) PART il, GENERAL PROVISIONS, Section 2.2 is modified as follows:
The following modified Indemnification section 2.2 applies only to the following QQnJ[Pors:
Design Professionals who ale Licensed Architects Licensed Landscape Architects Registered
Professional Engineers`or Professjonal Land Surveyors:
2.2 Indemnification. Contractor shall, to the fullest extent permitted by law
(including without limitation California Civil Code Sections 2782 and 2782.6), shall defend (with
legal counsel reasonably acceptable to the City), indemnify and hold free and harmless The City
and City Personnel (collectively, the 'Indemnitees") from and against any and all claims, losses,
costs, damages, injuries (including without limitation injury to or death of Contractor or
Contractor's officers, agents, employees, representatives) (co llectively, the "Contractor Entities"),
expenses and liabilities of every kind, nature and desoripiion (including without limitation
incidental damages, court costs, attorney's fees, litigation expenses and fees of expert
consultants or expert witnesses Incurred in connection therewith and costs of investigation) that
arise out of, pertain to, or relate to, the negligence, recklessness or willful misconduct of
Contractor, any of the Contractor Entities, anyone directly or indirectly employed by any of them,
or anyone that they control (collectively, "claims or liabilities").
2.2.1 Such obligation to defend, hold harmless and indemnify any Indemnitee
shall not apply to the extent that such claims or liabilities are caused in
part by the negligence, active negligence or willful misconduct of such
Indemnitee.
2.2.2 In the event City and/or any City Personnel is made a party to any action
or proceeding filed or prosecuted for any such claims or liabilities,
Contractor shall pay to City any and all costs and expenses incurred by
City or City iersonnel in such action or proceeding, together with
reasonable attorney's fees and expert witness fees.
2.2.3
Contractor shall promptly pay any judgment rendered against Ciry or any
City Personnel for any such claims or liabilities:
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PART IV
SCOPE OF SERVICES
The Scope of Services shall be established on a per project basis and in accordance
with the Scope of Services set forth in the RFP 07-2209 document for the Specialty
Area(s) for which this Contractor has been approved, as set forth in PART I,
Fundamental Terms, Description of Services to be Provided. Contractor shall not
commence work until a Purchase Order is issued by the City authorizing such work.
12
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PART V
BUDGET
Pricing shall be as set forth in the .attached pricing sheet(s), and s,"all remM;.n firm for a
minimum of one (1) year from contract commencement date. Thereafter, pricing may
increase no greater than 4.5% effective July 1, 2008, and an additional 4.5% effective
,July 1, 2009. (Revised pricing sheets are not required for the annual increases.) Hourly
rates quoted at the commencement of any specific project shall remain firm throughout
the duration of that project for a minimum of a one year period. Mileage reimbursement
rates shall be in accordance with Federal guidelines.
Payment for services will be made monthly on approved invoices, with payment terms
of net 30 days upon receipt of invoice. Contractor shall submit invoices within fifteen (15)
days from the end of each month in which services have been provided. Contractor
agrees to provide supporting documentation to invoicing as requested by City.
13
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N.,oflrvicte, AdOiwa0y, any field wo(k performed
s scf. ag new horde survays, is f7illod at tt�o same
All ra..ts shag remairA fined for th,! initial year at the contra, and may t)e adjusted per
the terms outlined in the 1451P dunrlg• sr,rb quent contract years and extem'Wons, if any,
under the. contraot.
priodpws
$175
Vioe. PresW8 f
51.25
Senior Economist
$105:
Ro e.rch Aimtyst
$65
p'ror}urtior+
$60
Data processing
$65
the undt%,rsign%j individual is, autrinrgeed to bind the. firm. This Hourly Rases Quotation
is, valid for nirt iy (;-)(2) days from tots date,
f��f�ca:�ffk:�lly
Fri C� t! INC,
Robert. Rather
Principal
14
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PAGE 01
200 North Tustin Avenue, Suke 102
Santa Ana, California 92705
t 714.546.3814
f: 714.546.0953
e-malt: rreicher@marketprofilesinc.com
ah: Nova Punongbayan From Bob Reicher
Fax: 714-375-5087 Page= 19 , including cover
Phone: 7143755183 Datw 1021/2008
Re. Active Contract CC:
Nova -
Attached is a portion of the RFP, as well as a portion of our response to the RFP,
showing the specific scope of services for Residential projects. The pages that
address these subjects are marked as follows:
Pages 30 and 31 in the RFP document
Pages 4 and 5 in our response letter
Please feel free to call if you need anything else.
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. U v
January 24, 200
OF 14
�..
C11
REQUEST FOR PROPOSALS
for
Consultant Team
Thank you for considering the attached Request for Proposals (RFP). If you are interested in
submitting a Proposal, please follow these instructions for submissions:
NO LATE PROPOSALS WILL BE,A99UIED.
Due Date and Time: No Later Than March 1, 2007 at 12:30 pm
RFP Number: 07-2209
This RFP number must be clearly marked on the outside of the envelope containing one (1)
original and three (3) copies of your firm's proposal, each comb bound. Also provide two (2)
copies of the hourly rates/pricing, each in its own sealed envelope.
By mall: Overnight or hand delivery:
City of Irvine City of Irvine
Purchasing Agent c/o Receptionist for Purchasing Agent
P.O. Box 19575 1 Civic Center Plaza
Irvine, CA 92623-9575 Irvine, CA 92606-5208
ALL PROPOSALS MUST BE RE EIMED AT THE CITY OFFICES NO 4ATER THAN
12:30 P.M. ON MARCH 1. 2007. NO LATE PROPOSALS WILL BE ACCEPTED.
Any requests for clarificatlon or other questions concerning this RFP must be submitted
In writing and sent via email to T. Hamilton, Purchasing Agent, at the email address
shown below no later than February 13, 2007 at 5;00p�m. Responses will be provided via
an addendum posted on the City's webslte on or about February 20, 2007.
Send questions to: tphamilton@cl.lrvine.ca.us
The City of Irvine reserves the right to reject any or all Proposals, to waive any
informality in any Proposal, and to select the Proposals that best meet the City's needs.
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PAGE 03
Introduction
REQUEST FOR PROPOSALS
City of Irvine
Consultant Team
RFP No. 07-2209
The City of Irvine ("City") currently uses a Consultant Team for many important
professional services, including design engineering, architecture and technical services;
program management, construction management and inspection services; facilities
management and engineering; design plan check; right-of-way services; assessment
district engineering services; transportation services; building and safety inspection
services; building and safety plan review and consultant services; community
development services; financial services; and other professional consulting services as
part of the City's Consultant Team program. The Orange County Great Park
Corporation and the Irvine Redevelopment Agency shall also use the Consultant Team
list. At this time, the City is requesting proposals from firms interested in being
considered for participation in this Consultant Team.
The City realizes project efficiency and effectiveness from the formation of a Consultant
Team. Greater efficiency will be realized by eliminating the review of qualifications and
by eliminating contract review for each individual project. These items are completed
once for all projects at the beginning of the Consultant Team term. Greater
effectiveness will be realized through consultant familiarity with City standards and
performance expectations over the course of several projects during the Consultant
Team term.
It is the City's intent to establish a team structure of consultant firms for several
"Specialty Areas" such as Civil Engineering Design or Pavement Rehabilitation Design,
etc. These Specialty Areas are included in the scope of work section of this document.
The actual number of consultants to be selected for each Specialty Area will depend on
the availability of qualified firms, evidenced by the proposal process.
The term of the Consultant Team will be three years, beginning on July 1, 2007.
Selection as a Consultant Team member will allow your firm to be considered for
participation in the proposal process for a variety of projects commencing over the
course of the three-year Consultant Team period. The following is a general Consultant
Team process outline:
• Request for Proposals
® Evaluation of Proposals
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Recommendation for Consultant Team members to City Council
Final Selection and Award of Contract
Specialty Areas
The Specialty Areas to be selected by consultant firms in this Request for Proposals are
set forth in ATTACHMENT 1, "Scope of Work by Speclalty Area," included herein.
Firms may submit proposals for as many Specialty Areas for which they deem
themselves qualified. Separate proposals must be submitted for each Specialty Area,
with the envelope showing the Specialty Area name and Code, such as "Al - Civil
Engineering Design," or "A2 - Pavement Rehabilitation Design," etc. (Specialty Area
Codes are listed on ATTACHMENT 1.)
A firm may be selected for one or more Specialty Areas, depending on qualifications.
Standard Contract
The City of Irvine's Agreement for Professional Consulting Services is included herein
as ATTACHMENT 2. It is expected that the Agreement will be approved "as is" with no
modifications. Be prepared in submitting a proaosal to approve the Agreement In
this Request for Proposals if your firm is selected.
Submittal Requirements
This Request for Proposals is intended to assess each firm's general capabilities as
they would apply to the City of Irvine and to evaluate specific responses to each
Specialty Area and the expected scope of work. Each firm must address each of the
following items in their response to this RFP:
f 1. State the name of the Specialty Area and Code on the cover of each proposal
submitted (e.g., "Al — Civil Engineering Design" or "A2 — Pavement Rehabilitation
Design," etc.). Specialty Area Codes are included in the Scope of Work section.
A. Describe the firm's background and experience.
�3 Describe each proposed Project Manager's background and experience (where
applicable).
(/4. Provide a minimum of three and a maximum of five references for similar projects
performed only within the past five years. Include the project cost and year of
completion, along with the project manager's name, address and phone number.
Rank them according to their similarity to the City of Irvine and your understanding of
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the general scope of work. Describe the project or type of work provided for each
reference.
V . Provide general contact information including the name of the proposed Project
Manager, the office from which he/she will work, address, phone, FAX and e-mail
address. Firms submitting proposals for multiple Specialty Areas must state a single
contact name and information including email address for the final single contract
with the firm.
V 6. Provide your legal entity (e.g., a California corporation or sole proprietorship). Note
that sole proprietorships will be required to provide their social security numbers at
the time of contract formation if selected.
Describe your firm's approach to the scope of work identified for each of the
Specialty Areas for which you wish to be considered.
A. State how your firm will ensure that all deliverables are free of errors.
VA. State your firm's approach to bringing a project back on schedule at no additional
cost to the City.
V/1 0. Delineate your firm's strengths in the Specialty Areas of your application.
,11___'f1_ Provide a quotation for the hourly rates applicable to all staff proposed to work on
City projects by classification (not name) including Project Manager (where
applicable). Also include overtime hourly rates where applicable such as for
technical services including geotechnical, inspectors and surveying. Include pricing
for any additional billing requirements (such as blueprint fees, etc.), if applicable.
Mileage reimbursement rates shall not exceed Federal guidelines at the time of
billing. Since consultants may be required to work in City offices with City staff,
equipment, and materials or in their own firm's offices with their own equipment,
materials, and vehicle, provide both rates for the services — working in City offices
and in the firm's home or field office. The City reserves the right to negotiate final
pricing with selected firms.
Rates shall remain firm for a minimum of one (1) year from contract commencement
date. The City will allow an automatic hourly rate increase of 4.5% per year,
adjusted each July 1 of the contract period. (This 4.5% maximum increase was
determined by using the December 2006 Consumer ' Price Index data for Los
Angeles -Riverside -Orange . County, CA; All Items; Not Seasonally Adjusted;
annualized change comparing the 12 month period from December 2005 to
December 2006, posted on the U.S. Department of Labor's website at www.bls.gov.)
Hourly rates quoted at the commencement of any specific project shall remain firm
throughout the duration of that project, except for those projects lasting greater than
a one year period. Firms do not need to submit revised hourly rates each year, as
the 4.5% annual increase shall be automatically applied.
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Firms proposing on Specialty Areas relating to building and grading plan review
should submit fees based on a percentage of the plan review fees established in
City Council Resolution 05-98, and should also include hourly rates for other
services provided. To view the Resolution, visit the City's website at
www.cityofirvine.org, and then click on the "Irvine Quick Records" button located on
the left side of the homepage.
/12.1t is the policy of the City of Irvine to ensure that minority, women, and other
disadvantaged and small businesses can fairly compete for and perform on all the
City of Irvine's contracts and subcontracts. In accordance with the City of Irvine's
Federal financial assistance agreements with the U.S. Department of Transportation
and Caltrans, the City of Irvine must comply with Title 49 CFR Part 26; Participation
by Disadvantaged Business Enterprises in Department of Transportation Programs.
Please complete the DBE BIDDERS LIST form (included herein as ATTACHMENT
3) and include with your proposal.
Z13.Limit your proposal to 15 typed' pages or less (exduding cover letter and
attachments). Minimum font size of 10 point. Resumes can be in addition to the 15
page limit. Double -sided printing Is preferred, but maximum number of reading
pages is 15 as noted above.
14.Organize your submittal in the order described above, along with a cover
letter/introduction.
Your firm may be asked to provide a specific response to address conflict of interest as
an additional submission requirement.
Selection Criteria
The City of Irvine will select consultants on the basis of qualifications and experience.
The following general selection criteria will be used to evaluate each consultant firm:
1. Project Manager and/or firm experience most closely related to the City's
requirements.
2. Qualifications and resumes, along with availability of staff assigned.
3. References for similar work completed within five years.
4. Responsiveness to the Request for Proposals.
5. Knowledge of City, County, State, and Federal codes and procedures.
6. Methodology or approach to the scope of work.
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As no specific project is included in the scope of work, project costs will be negotiated
on a per project basis, based on the hourly rates proposed.
Minimum Qualifications
The following are the minimum qualifications to be used to evaluate responses to this
Request for Proposals:
1. Firm has a full-time service office in Orange County (preferred, assuming equal
qualifications).
2. Proposed Project Manager has five cr more years experience In that capacity and
has worked on at least one of the top three referenced projects (where applicable).
Otherwise, firm has five or more years of experience performing similar work.
3. Firm has three or more excellent references for work in the past five years.
4. Firm complies with the City's conflict of interest policy where applicable.
5. Firm agrees to the City's contract terms and conditions as set forth in
ATTACHMENT 2.
General Information
Questions regarding this RFP shall be sent via email to Tracy Hamilton, Purchasing
Agent, at tphamilton@ci.irvine.ca.us no later than 5:00 p.m. on February 13, 2007.
Responses to questions, if applicable, shall be posted as an addendum on the City's
website (www.cityofirvine.org) on or about February 20, 2007. From the homepage of
the website, click on the "Bids & RFPs" button located on the lower left side, and then
click on "bidding opportunities" to view the document. It is the firm's responsibility to
check the website for addenda information.
The City of Irvine reserves the right to reject any or all Proposals, to waive any
informality in any Proposal, and to select the Proposals that best meet the City's needs.
Submittal Instructions
The deadline for proposal submissions is:
Thursday, March 1, 2007 at 12:30 p.m.
Late proposals will not be acgepted.
Z
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Provide one (1) original and three (3) copies of your firm's response for each Specialty
Area for which you wish to be considered. Provide two (2) copies of the hourly
rates/pricing information in two separate sealed envelopes for each Specialty Area for
which you have applied. Insert one pricing envelope after the last page of the original
proposal, and one with one of the copies. Comb binding is preferable.
Envelopes containing proposals and hourly rates must be clearly marked "Consultant
Team 2007, RFP 07-2209," along with the Specialty Area and Code, such as "Al - Civil
Engineering Design," or "A2 - Pavement Rehabilitation Design." (Specialty Area Codes
are listed on ATTACHMENT 1.) Separate proposals must be submitted for each
Specialty Area for which you are applying.
Deliver proposals to:
By mail:
Attn: Purchasing Agent
City of Irvine
P.O. Box 19575
Irvine, CA 92623-9575
By courier or hand delivery:
Attn: Purchasing Agent
c/o Receptionist for the Purchasing Agent
City of Irvine
1 Civic Center Plaza
Irvine, CA 92606-5208
It is anticipated that the final selection will be concluded by June 30, 2007.
All firms submitting proposals will be notified of the outcome of the City's evaluation on
or about July 1, 2007.
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ATTACHMENT 1
Scope of Work by Specialty Area
The following Specialty Areas and Codes (e.g., "Al — Civil Engineering
Design" or "A2 — Pavement Rehabilitation Design") are included in this
RFP. The detailed Scope of Work descriptions follow.
A) Design Engineering, Architecture and Technical Services
1. Civil Engineering Design
2. Pavement Rehabilitation Design
3. Street and Park Landscape Design
4. Street and Park Landscape Rehabilitation Design
5. Traffic Signal and Traffic Signal Systems Upgrade Design
6. Bridge Design
7. Facilities, Architecture and Engineering Services; and Landscape Architecture
Design
8. Architecture and Engineering Services - LEED Certified and Sustainable Design
9. Energy Engineering and Sustainable Design
10, Survey
11. Geotechnical Engineering and Materials Testing
B) Program Management, Construction Management and Inspection Services
C) Facilities Management and Engineering
D) Design Plan Check
1. Landscape Plan Check
2. Map Plan Check
3. Hydrology and Hydraulics Check
4. Street Improvement Plan Check
5. Traffic Engineering Plan Check
E) Right -of -Way Services
1. Acquisition Services
2. Appraisal Services
F) Assessment District Engineering Services
ClF_or ion/Reapportionment
2. Acquisition Project Oversight/Reimbursement
8
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PAGE 10
G) Transportation Services
1. Project Development Services
2. On -Call Transportation Planning/Engineering Services
3. Materials Reports & Pavement Visual Evaluation Services
4. Advanced and/or Alternative Transit Services
5. Traffic Modeling
H) Building and Safety Inspection Services
1. Building Inspection and Code Enforcement
2. Grading and Right -of -Way Inspection
1) Building and Safety Plan Review and Consultant Services
1. Building Plan Review
2. Grading Plan Check
3. Geotechnical, Engineering Geology, and Materials Testing Consultant Services
4. Permit Processing Counter Staff Service
J) Community Development Services
1. Planning Review Services — Discretionary Case Processing
2. Environmental Impact Analysis
3. Housing Element Preparation
K) Financial Services
1. Financial Advisor Services
2. Trustee/Fiscal Agent Services
3. Special -Tax -Consultant
44.. Market Absorption Consultant
L5- Special -District Adminlstratlon
L) Environmental Services
9
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descriptions of the proposed public facilities, their estimated costs, projected bonded
Indebtedness, the anticipated issuance date and projected annual special tax rates.
Document Review and Preparation
Assist the City and the City's Financing Team members with the preparation of required
documents, Including the Resolution of Intention, Resolution of Formation, Official Statement
and related items. Specifically, the Special Tax Consultant will prepare a Statement of
Overlapping Debt for the Official Statement and a Sample Tax Bill.
Protest Hearing
Testify on behalf of the City at the Protest Hearing or other public meeting if required.
Bond Sizing
Assist the City and City's Finance Team in sizing of the bond issue (e.g., use of increasing debt
service, capitalized interest, etc.) to establish an optimal schedule of bond sales to maximize
funding capacity and alleviate cash flow constraints.
Special Tax Certificate
Special Tax Consultant shall prepare and execute a Special Tax Certificate confirming the
adequacy of special taxes to meet debt service requirements for the bond Issue.
Preparation and Recordation of Bowidary Map
Special Tax Consultant shall prepare the CFD boundary map and record the map with the
County Recorder's Office pursuant to `:he Streets & Highway Code §3111.
Recordation of Special Tax Lien
Special Tax Consultant shall record the Special Tax Lien with the County Recorder pursuant to
the Streets & Highway Code §31 1,4.5.
Certification of non -registered voters
Special Tax Consultant shall request from the County Registrar of Voters confirmation of
registered voters status residing in the boundaries of the CFD (Government Code Section
§53322).
Meeting attendance
Special Tax Consultant shall attend public meetings to present and discuss various related
financing issues. Attend "working" meetings with City staff as necessary in performing related
tasks.
4. MARKET ABSORPTION CONSULTANT
The scope of work for the selected market absorption study consultant includes the following
tasks:
30
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® Materials review and location assessment-Z
• Definition of competitive market area
o Economic and demographic overview
® Historical market data
• Active oa 'and sold -residential -project -overview
® Determination of price points to be used by the Special Tax Consultant
® Proposed project summary
• Demand analysis
® Projected absorption schedule of proposed developments
® Written summary report which will be authorized by Consultant to be included in thex)
Official Statement
• Written comprehensive report
Meeting attendance
Market Absorption Study Consultant shall attend public meetings to present and discuss various
related financing issues, and attend "working" meetings with City and Corporation staff as
necessary in performing related tasks.
5. SPECIAL DISTRICT ADMINISTRATION
The work scope for the selected special district administrator includes the following tasks for
annual administration of a CFD:
► Annually calculate and apportion the Special Taxes as specified in the Rate and Method
of Apportionment ("RMA") for the specified CFD(s).
► Provide special tax levies for each parcel by Assessor's Parcel Number to the County
Auditor/Controller's Office in the media, format and configuration required by the County
for placement on the annual property tax roll on or before the deadline for inclusion on
the property tax bill for each Fiscal Year.
► Prepare an annual resoau.tion to be adopted by the legislative body to be submitted to the
County in conjunction with the special tax levy.
► Maintain a database of parcel data and annual special tax levy amounts by Assessor's
Parcel Number.
® Research parcel exceptions provided by the County and, if possible, resubmit
installment amounts that are unapplied by the County Auditor/Controller's Office.
Manually invoice any Special Tax installments that cannot be collected on the County
property tax roll on behalf of the City.
31
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Ala'rket P'®rtles
Real Estate Research and Cons"Yants for over 30 years
November 27, 2006
City of Irvine
Purchasing Agent
P.O. Box 19575
Irvine, CA 92623-9575
Attention: Tracy Hamilton, Purchasing Agent
RE: REQUEST FOR PROPOSAL (RFP) NO. 06-2162
MARKET ABSORPTION STUDY CONSULTANT SERVICES
IRVINE, CALIFORNIA
Dear Ms. Hamilton:
Market Profiles is pleased to submit this proposal to provide Market Absorption Study
Consultant Services to the City of Irvine regarding CFD formation and financing
activities for potential land -based financings being considered by the City, Orange
County Great Park Corporation (OCGPC), and the City of Irvine Redevelopment
Agency (RDA).
Based on the Land Use Map posted on the OCGPC website, possible land uses
appear to include the following:
tial-(L-ow_Density—, Medium DensityiSenior, Golf Course O
CI Research & Development
Market Profiles' approach to this engagement will be to bring together a project team
comprised of seasoned real estate professionals with expertise in real estate
economics, market research, and residential/commercial development. This team
approach is particularly effective in ensuring the synergy between products and the
accommodation of real world market dynamics that is so critical in the development of
successful real estate projects.
FIRM QUALIFICATIONS
Established in 1968, Market Profiles has conducted more than 2,000 major market
feasibility studies on real estate developments throughout California, Arizona, Nevada
and Texas, The company is headquartered in Santa Ana, California, There are
currently ten employees on staff at Market Profiles_ Business is conducted between the
hours of 8 A.M. and 5 P.M_, Monday through Friday. Market Profiles is not debarred,
suspended or otherwise declared ineligible to contract by any federal, state or local
200 Nort11 Tustin Avenue, Suite 102, Santa Ana, Ca. 92705
Tel (774) 546-3814 Fax (714) 546-OY53
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Market Profiles of California
public agency. The firm has no actual or possible conflicts that would preclude it from
performing the tasks outlined in the RFF
Market Profiles is a leader in providing economic analysis, market consulting, and
product research, covering the complete spectrum of real estate development. Our
consulting practice is one of the most detailed, sophisticated, and innovative in the real
estate industry.
Over the past 38+ years, Market Profiles has established a solid reputation for our work
on residential and commercial development, including a large number of projects for
public and private sector entities in the City of Irvine and nearby communities. Our
primary role in the process is to ensure that there is sufficient market support (depth of
demand) for each of the proposed land use components — and to make sure that the
sum of these components is greater than the individual land uses, thus providing the
necessary "synergy" to absorb multiple product lines.
Market Profiles currently is engaged for Market Absorption Study Consultant Services
by the following public agencies.
® City of Indio
J City of Chino
® City of Huntington Beach
El City of Hesperia
'D City of Rialto
In addition to these active engagements, Market Profiles has performed similar services
for a wide range of public agencies throughout Southern California. A summary of
major CPD and other public agency projects performed by Market Profiles appears in
the attachments to this letter. Also found in the attachments are lists of recent
Residential, Retail and Business Park/R&D projects for which Market Profiles has
provided feasibility and absorption studies.
Market Profiles, Inc. firmly believes that it has the unique background of varied
experience in residential retail and R&D development which will allow us to serve the
Gity of Irvine in both a comprehensive and cost-effective manner.
PROPOSED STAFFIWQ
The team that we have assembled for this project has the talent and experience
needed to provide the City of Irviine and the associated agencies with the confidence to
make the necessary decisions concerning the various financings.
All assignments performed during the engagement will be managed by Robert Reicher,
a Principal of the firm. Mr. Reicher has been involved in the real estate industry since
1970, holding positions of increasing responsibility with real estate developers and
major real estate consulting firms including Deloitte & Touche, Economics Research
Associates and The Goodkin Group. Mr. Reicher will be the designated Project
Manager for this engagement.
Page 2 1112712006
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Market ,Profilers of California
In addition to Mr. Reicher, key members of the Market Profiles team will include:
o Boyd Martin, Chairman
o David Dickey, Senior Economist
o James Ustick, Vice President
The named team members, each of whom will perform a significant hands-on role in the
implementation of this contract, have more than 90 years of combined experience in the
real estate industry. Professional resumes of these key individuals appear in the
attachments to this proposal.
Based on the anticipated scope of services under the contract, all work will be
performed by members of the Market Profiles staff. No sub -consultants will be utilized
in this engagement.
WORK APPROACH
For each assignment under this contract, Market Profiles will prepare a separate scope
of services, tailored to the specific requirements of the individual project under
consideration. In all projects, the objective will be to establish conclusions regarding
market absorption of the proposed program, to be incorporated into official offering
documents for CFD formation and financing activities.
Market Profiles generally requires basic information pertaining to a specific site or
project analysis. The City or designated agency would provide the site location,
purpose of study, proposed real estate uses and related data, any known information
about competitive projects, and a contact at the City or Agency to whom communication
would be directed.
Based on demand- and supply-side analyses, Market Profiles will provide findings,
conclusions, and recommendations in a comprehensive written report for each
individual project, along with supporting data and exhibits (tables, charts, graphs, etc.)
as appropriate. When necessary, we will also provide an executive summary of the
report. Electronic versions of the report files will be fumished via email as required.
Per the specifications in the City Scope of Services (Attachment I to the RFP), Market
Profiles will attend public meetings to present and discuss various financing issues,
and will attend working meetings with City and Corporation staff as necessary.
Market Profiles estimates that the data development and analysis time necessary to
complete the assignments will require approximately 45 days for each individual site. A
draft of conclusions and recommendations can usually be provided within 35 days of
the start of work.
Following are representative examples of typical Scopes of Service for Residential,
Retail/Commercial and Business Park/R&D programs. Attachments to this proposal
include lists of representative assignments for each land use type that have been
performed in recent years by Market Profiles and members of the project team,
Pagc 3 1112712006
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Market ,Profiles of California
Residential Project Scope of Services
To assess the market potential of the subject property for residential development,
Market Profiles will perform the following -
A. Data Collection and Analysis
❑ Determine the appropriate Competitive Housing Market Area (CHMA) for the
project, taking into account project concept, market target and locations of
potentially competitive developments.
❑ Review the current floor plans and site plans for the subject development,
and assess their potential in the marketplace. Recommend any changes
necessary to better address the needs of consumer.
❑ An economic background analysis including a review and forecast of housing
demand by price range for the Study Area based upon the following factors:
a Employment
o Population growth
o Household formation and composition
o Income levels
o Historical absorption trends
o Consumer attitudes
o Overall economic conditions
❑ A detailed field survey of competitive projects within the CHMA to determine
specific product characteristics, features, recreational amenities, unit
pricing/rent levels, premium structures, sales/leasing experience, and
consumer profiles. A map of all competitive projects will also be provided.
❑ A review of resale activity in the CHMA to determine values and activity
levels.
❑ A review of historical sales/leasing trends to determine past absorption levels
among specific price/rent ranges and product types.
❑ A review of proposed competitive development activity for the CHMA to
assess the future posture of the marketplace.
❑ A physical inspection of each subject development site to evaluate the
strength of the location versus the most salient competition including
topography, climate, ingressiegress, neighborhood composition, schools,
shopping and recreational amenities, while being aware of any special
features inherent in the site.
B. Conclusions and Recommendations
Based upon an analysis of the aforementioned primary research, concise
conclusions and specific market positioning recommendations will be derived, as
follows:
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Market P roftles of California
❑ Characterization of the current and projected market conditions relative to the
development of the subject site.
❑ Characterization of the status of projects undergoing the entitlement process
with accompanying tables listing the developer/applicant, location and
number of units to be developed.
❑ Recommendations of optimum pricing/rent level, premium range, and target
markets.
❑ Forecast of market absorption by product type.
Retail/Commercial Project Scope of Services
To assess the market opportunity for commercial/retail development at the subject
property, Market Profiles will perform the following:
A. Data Collection and Analysis
® Determine the appropriate trade area boundaries related to development of
retail/commercial space at the subject site, based on anticipated shopping
patterns and factoring in the effects of competing commercial centers.
® Forecast the rate of population growth in the trade area based upon the
current and expected future scale of residential development throughout the
trade area.
❑ Evaluate the existing and anticipated future demographic characteristics of
the trade area population base including population growth, income profiles,
and other salient characteristics.
❑ Forecast the total amount and type of retail/commercial floor area
supportable within the defined trade area based on the following factors:
o Current and expected future population base
o Household income profile
o Expected pattern of retail expenditures by major retail outlet category
❑ Identify and evaluate all existing retail/commercial centers within and
immediately surrounding the trade area.
❑ Identify zoned retail/commercial sites and evaluate their potential as future
competitive retail/commercial centers.
❑ Review the subject site for its competitive strengths and weaknesses (e.g.,
accessibility, visibility, site configuration, etc.) relative to the existing and
potential future competition.
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1Yarket Profiles of Califnrnia
B. Conclusions and Recommendations
Based upon an analysis of the aforementioned primary research, concise
conclusions and specific market positioning recommendations will be derived, as
follows:
® Projection of retail sales per capita translated into retail square footage
supportable within the trade area both near- and long-term.
® Recommendation of the optimum scale and design configuration for the
subject property including retail and other appropriate commercial
components.
® Recommendation of the appropriate lease rate and/or sale price structure for
the retail/commercial facilities.
Ct Project the appropriate timing for development and absorption rates of the
retail/commercial components.
Business Park/R&D Project Scope of Services
The following is an outline of the work steps required to accomplish the study objectives.
A. Data Collection and Analysis
® Define the Competitive Market Area (CIVIA), an area comprised of a primary and
secondary market area from which prospective users will be drawn.
® An economic background analysis including a review and forecast of Light
Industrial, Flex Office and Distribution Center space demand based on the
following factors:
o Regional employment trends by major S.I.C. category
c Population growth (historical and projected)
o Historical patterns of Light Industrial space absorption
o Overall economic conditions
® A field audit of actively competitive projects to determine specific project
characteristics, features, lease rates and terms, floor sizes, absorption
experience, tenant profiles, occupancy levels, development scale, and market
entry.
® A review of such site -specific factors as adjacent land uses, perceived identity of
the site, ingress and egress, relationship to other potentially competitive or
compatible locations, accessibility, visibility, and other salient characteristics.
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• Market Profsks 4California
B. Conclusions and Recommendations
Based upon comparative data analysis, we will prepare the following conclusions
and recommendations.
D An evaluation of the Light Industrial, Flex Office and Distribution Center
space demand in the market area, and the need for such space within the
subject project
® Characteristics of the most competitive and comparable projects, and an
identification of existing market voids.
® Definition of the primary and secondary uses that might be attracted to
the project based on analysis of tenancy patterns.
J Recommendations for rental or sales pricing rates and projections of
absorption of R&D and related space within the subject project
For each assignment under the contract, the Scope of Service and approach will be
modified as necessary to take mto account special project characteristics or other
circumstances that may warrant special treatment. However, in each assignment, the
basic approach will include determination of supply and demand characteristics of the
market area, identification of market voids as appropriate, and projections of site -
specific demand based on the balance between demand and supply for the specific use
under consideration.
Costs for each study will vary, depending on the specific parameters of the assignment.
Per instructions in the RFP, the fee schedules are included in a separate sealed
envelope.
**-k ..... .►tea ft A .
Our proposal document is fully responsive to the requirements outlined in the RFP. Per
the requirements of the RFP, we have provided one (1) unbound original and four (4)
copies of the Market Profiles response to your Request for Proposal. As specified, the
Cost Summary portion of the proposal has been submitted separately, in a sealed
envelope, for your consideration. Further, excluding the Personnel, References and
Cost Summary sections the proposal does not exceed 10 pages, including attachments
and supplemental materials.
Our firm and its principals are excited about this opportunity to serve the City of Irvine,
and would be pleased to answer any questions that you or others in your organization
may have about our proposal. Please feel free to contact me or Boyd Martin if you
need any clarification or additional information, or wish to negotiate final pricing should
we be chosen as the successful respondent to the RFP. We look forward to hearing
from you.
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•arliet Profiles of Cafifornia
We have reviewed the City Agreement for Contract Services (Attachment II to the
RFP), and are prepared to execute the document and provide evidence of required
insurance as needed.
The undersigned individual is authorized to bind the firm. This proposal, including the
separate Cost Summary, is valid for ninety (90) days from this date.
Respectfully,
MARKET PROFILES
Robert Reicher
Principal
Attachments
Page 8 1112712006
OCT-21-200e 10:04 7145460953 9e% P.20
10/28/2008 07:50 7145460953 MAKKti rKUI`i=tD FHl7C. UI
D- CERTIFICATE OF LIABILITY INSURANCEOATE
10/22/2008)
PRODUCER (949) 348-7400 FAX (949) 348-2373
Insurance Solutions
License #0746539
26S22 La Alameda, Suite 190
Mission Viejo, CA 92691
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
INSURERS AFFORDING COVERAGE
NAIC #
INSURED Mar et Prof les, Inc. --
200 North Tustin Ave., #102
Santa Ana, CA 92705
IN,URERA-. U.S. Liability Insurance Co
INSURERS
INSJRERO;
INSURER D:
INSURER E:
r(1Vr12Af1_FC
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
DD'
TYPE OF INSURANCE
POLICY NUMBER
POLICY lFPEGTIVE
POLICY EXPI. T N
LIMITS
GENERAL LIABILITY
EACH OCCURRENCE
S
COMMERCIAL GENERAL LIABILT'
DANAGE TO RENTED
Fc,.(� nrn,rnnce
$
CLAIMS MADE a OCCUR
MFO EXP (Any One peron)
$
PERSONAL 8 ADV INJURY
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GENERAL AGGREGATE
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PRODUCTS - COMP!OP.AGG
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POLICY jP0i LOC
AUTOMOBILE
LIABILITY
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(Ee acolAont)
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WORKERS COMPPNSATION AND
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EMPLOYERS' LIABILITY
ANY PROPRIETORIPARTNEWEXPCUTIVE
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OFFICERrMEMSER EXCLUDED?
If yes eoccft. under
SFF6,\L PROVISIONS below
E.L 018EASE - POLICY LIMIT 1
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A
Professional Liability
SP10081250
09/1S/2008
09/iS/2009
$1,000,000 Claim
$1,000,000 Aggregate
$2,500 Deductible
DESCRIPTION 9F OPEFATIONS i 1I,,OCATIOIyV§� EHICLES I EXCLUSIONS AOD2D BY ENDORSEMENT I SPECIAL PROVISIONS
Retroactive date of 09/15%12004
'10 Days written notice for non-payment of premium
City of Huntington Beach
Its Agents, Officers and Employees
2000 Main Street
Huntington Beach, CA 9Z648
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
* 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT.
RUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES
AUTHORIZED REPRESENTATIVE ,{
Tony Alessandra/CHERYL
ACORD 25 (2001108) CACORD CORPORATION 198B
OCT-29-2008 09:37 71454GO953 98i P.02
1. Date: 10/16/2008
CITY OF HUNTINGTON BEACH
Professional Service Contracts
Purchasing Certification
2. Contract Number: E C D cl) D 09 d-5-J 00
3. Department: Economic Development 4. Requested by: Nova Punongbayan
5. Name of consultant: Market Profiles
6. Attach the written statement of the specification, conditions, and other requirements for the requested
services provided to solicited consultants.
See Attachment A
7. Amount of the contract: $11,500
8. Are sufficient funds available to fund this contract?' ® Yes ❑ No
9. Is this contract generally described on the list of professional service contracts approved by the City
Council?' ® Yes ❑ No
10. Business Unit and Object Code where funds are budgeted: 10080501.69300
11. Is this contract less than $50,000? ® Yes ❑ No
12. Does this contract fall within $50,000 and $100,000? ❑ Yes ® No
13. Is this contract over $100,000? ❑ Yes ® No
(Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make
sure the appropriate signature page is attached to contract.)
14. Were formal written proposals requested from at least three available qualified consultants?
❑ Yes ® No
15. Attach list of consultants from whom proposals were requested (including a contact telephone umber).
See Inner -Agency Agreement documentation from Moreno -Valley C/T//
16. Attach proposed scope of work.
See Exhibit A
17. Attach proposed payment schedule.
See Exhibit B
v
-�
Department Head Sig
1. If the answer to this question is "No," the contract will require approval from the City Council.