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HomeMy WebLinkAboutContracts & Agreements_77-2001AGREEMENT TO FURNISH CONSULTING SERVICES FOR "PHASE TWO" OF A COST FEASIBILITY ANALYSIS FOR THE REDLANDS SPORTS COMPLEX This Agreement is made and entered into this 15`l' day of May, 2001, by and between the City of Redlands, a municipal corporation ("City") and Keyser Marston Associates, Inc. ("Consultant"). In consideration of the mutual promises contained herein, City and Consultant agree as follows: 1.1 ARTICLE 1 - ENGAGEMENT OF CONSULTANT City hereby engages Consultant to perform specialized financial consulting services (the "Services"), which are more particularly described in Consultant's proposal designated as Exhibit "A" and which is attached hereto and incorporated herein, for the preparation of "Phase Two" of a Cost Feasibility Analysis for the Redlands Sports Complex (the "Project"). 1.2 All Services performed by Consultant under this Agreement shall be done in a professional manner, and Consultant represents that it is skilled and has the professional expertise necessary to provide high quality specialized Services to City. ARTICLE 2 - RESPONSIBILITIES OF CITY 2.1 City shall place at the disposal of Consultant all available information in its possession pertinent to the Project. 2.2 City will provide access to and make all provisions for Consultant to enter upon property as required by Consultant to perform the Services under this Agreement. 2.3 City will designate a person to act as City's representative with respect to the Services to be performed under this Agreement, and such person shall have complete authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to materials, equipment, elements, and systems pertinent to the Services. 1 ARTICLE 3 - RESPONSIBILITIES OF CONSULTANT 3.1 Consultant shall perform the Services promptly and shall prosecute them diligently in accordance with the schedule desired in Exhibit "A." ARTICLE 4 - PAYMENTS TO CONSULTANT 4.1 For the performance of the Services, City will pay Consultant on a time and materials basis. and in an amount not to exceed $22,000.00. The fee does not include any reimbursable expenses of Consultant. 4.2 Payment for the Services requested by City shall be in accordance with the established budget described in Exhibit "A." 4.3 Payments by City to Consultant shall be made within thirty (30) days after receipt and approval of Consultant's invoice, by warrant payable to Consultant. All notices, bills and payments shall be made in writing and may be given by personal delivery or by mail. Notices, bills, and payments sent by mail should be addressed as follows: City Consultant Ronald C. Mutter, Director City of Redlands Public Works Department P.O. Box 3005 Redlands, CA 92373 James A. Rabe, Principal Keyser Marston Associates, Inc. 500 South Grand Avenue, Suite 1480 Los Angeles, CA 90071 When so addressed, such notices shall be deemed given upon deposit in the United States Mail; in all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills, and payments are to be given by giving notice pursuant to this paragraph. ARTICLE 5 - INSURANCE AND INDEMNIFICATION 5.1 Consultant shall maintain workers' compensation insurance and, in addition shall maintain insurance to protect City from claims for damage due to bodily injury, personal injury, or death and claims for injury to or destruction of tangible property while performing the Services. Said public liability and property damage insurance shall be in a minimum combined single limit of $1,000,000 per occurrence. City shall be named an additional insured on the insurance coverage for public liability and property damage, and such insurance shall be primary and non-contributing to any insurance or self- insurance maintained by City. The Consultant shall provide City with a certificate evidencing such insurance coverage. 5.2 Consultant agrees to maintain professional liability insurance while performing the Services to protect City from negligent acts or omissions of a professional nature. The total aggregate of Consultant's professional liability insurance coverage shall be a minimum of $1,000,000. 5.3 Consultant shall indemnify, hold harmless and defend City and its elected officials, agents and employees from and against any and all claims, loss, damage, charge or expense, to which they or any of them may be put or subjected to arising out of or resulting from any willful or negligent act or actions, omission or failure to act on the part of Consultant, its contractors, its suppliers, anyone directly or indirectly employed by it or anyone for whose acts or omissions it may be liable in the performance of the Services. ARTICLE 6 - GENERAL CONSIDERATIONS 6.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing party shall, in addition to any costs and other relief, be entitled to recover its reasonable attorneys' fees. 6.2 Consultant shall not sublet or assign any of the Services except with the prior written approval of the City and in strict compliance with the terms, provisions and conditions of this Agreement. 6.3 The Consultant's key personnel proposed for the Services are as follows: James A. Rabe Kevin Engstrom Consultant agrees that these key people will be made available and assigned to City's Project, and that they will not be replaced without concurrence from City. 6.4 All documents, records, drawings, designs and specifications, cost estimates, and other Project documents developed by Consultant pursuant to this Agreement shall become the property of City and shall be delivered to City at City's request. Any reuse of such documents for other projects and any use of incomplete documents will be at City's sole risk. 6.5 Consultant is for all purposes under this Agreement an independent contractor and not an employee of City. All qualified personnel provided by Consultant pursuant to the provisions of this Agreement are to be employed by Consultant for its account only, and in no event shall Consultant or any personnel retained by him be deemed to have been employed by City or engaged by City for the account of or on behalf of City. 6.6 Unless earlier terminated as stipulated below, this Agreement shall terminate upon completion and acceptance by City of the Services. 3 6.7 Upon receipt of a termination notice, Consultant shall (1) promptly discontinue all services and (2) deliver or otherwise make available to City, copies of data, design calculations, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by Consultant in performing this Agreement. 6.8 This Agreement, including the attachments incorporated herein by reference, represents the entire agreement and understanding between the parties and any negotiations, proposals or oral agreements are intended to be integrated herein and to be superseded by this written Agreement. Any supplement or amendment to this Agreement to be effective shall be in writing and signed by City and Consultant. 6.9 This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, duly authorized representatives of the parties have signed in confirmation of this Agreement. CITY OF REDLANDS KEYSER MARSTON ASSOCIATES, INC. "� 4 By svC�� Mayor Date May 15, 2001 ATTEST: Deputy City Clerk 4 KEYSER MARSTON ASSOCIATES INC. 500 SOUTH GRAND AVENUE, SUITE 1480 LOS ANGELES, CALIFORNIA 90071 PHONE: 213/622-8095 FAX: 213/622-5204 May 10, 2001 Mr. John Davidson City Manager City of Redlands P.O. Box 3005 Redlands, CA 92373 Re: Revised Sports Complex Scope of Services Dear Mr. Davidson: ADVISORS IN: REAL ESTATE REDEVELOPMENT AFFORDABLE HOUSING ECONOMIC DEVELOPMENT FISCAL IMPACT .INFRASTRUCTU•RE FINANCE VALUATION AND LITIGATION SUPPORT Los Angeles Calvin E. Hollis, II Kathleen H. Head James A. Rabe Paul C. Anderson Gregory D. Soo-Hoo San Diego Gerald M. Trimble Robert J. Wetmore Paul C. Marra SAN FRANCISCO A. Jerry Keyser Timothy C. Kelly Kate Earle Funk Debbie M. Kern Pursuant to your request, Keyser Marston Associates, Inc. (KMA) prepared the following scope of services for the Phase II market and feasibility analysis for the proposed sports complex (Project). Phase II will utilize the findings of KMA's Phase I analysis and will include a thorough evaluation of the Project's cash flow and a discussion of the potential deal structures and financing options for the Project. This Phase II scope of services was included in KMA's March 5, 2001, proposal to the City of Redlands (City). There have been no changes to the scope of work or budget. SCOPE OF SERVICES As noted in our previous proposal, KMA is working with other jurisdictions in Southern California that are contemplating the development of similar projects. These analyses have provided KMA with a solid understanding of the sportspark industry. For this assignment, KMA intends to apply the findings of our previous research to the proposed facility in Redlands. After reviewing KMA's Phase I analysis, it is our understanding that the City has decided to further pursue the Project, and requires that a more detailed market analysis be undertaken. This analysis involves a formal review of the market support for this type of project, including interviews and debriefings of potential users of the facility. It will also include a detailed review of the Developer's cash flow. At the end of Phase II, the City will have a formal feasibility analysis of the Project from which a formal go -no go decision can be made. Please note, we have excluded any cost analysis from this scope of work. 0105017.KMA:JAR:emm 99900.000.002 Mr. John Davidson May 10, 2001 City of Redlands Page 2 Phase II Phase II will involve a comprehensive analysis of the Project. Utilizing the overview conducted in Phase I, KMA will prepare a thorough market analysis and will generate an ongoing cash flow for the Project. Finally, Phase II will also consider potential deal structures and financing options for the Project. Detailed Market Analysis The detailed market analysis will consider the overview conducted above'. In addition, KMA will look at the area -specific demand segments that will affect the success of the Project. 1. KMA will contact other cities in the region to gain an understanding of competing fee structures. 2. KMA will contact sports organizations in the region to estimate the likely utilization of the complex. 3. Within the market area, KMA will identify groups that traditionally constitute the bulk of the adult softball and youth soccer communities. This research will allow KMA to evaluate on the proposed scope of the facilities and the amenities proposed for the Project. Ongoing Cash Flow KMA will evaluate on the reasonableness of the ongoing revenue and expense projections, and will conduct a cash flow analysis, that considers our findings. This analysis will include the following: 1. Estimated ongoing softball tournament, weekday softball league and weekend softball league revenues and expenses. 2. Estimated ongoing soccer revenues and expenses. 3. Estimated ongoing arena revenues and expenses. 4. Estimated ongoing stadium revenues and expenses. 5. Estimated ongoing additional revenue sources, such as batting cages, sponsorship income, vendors, etc. 0105017,KMA:JAR:emm 99900.000.002 Mr. John Davidson City of Redlands May 10, 2001 Page 3 Deal Structures and Financing Options KMA will review the deal structures and financing mechanisms utilized by other private/public partnerships in the region. KMA already has a good sample of agreements between cities and operators of sportsparks within the region. Based on this review and KMA's own experience with similar projects, KMA will identify a financing program that best suits both the City and FTG's needs. Cost Analysis KMA has not included a cost analysis as part of its scope. PROJECT SCHEDULE AND BUDGET Based on the preceding scope of work, KMA anticipates the completion of the Phase II analysis within 30 to 45 days of receiving authorization from the City to proceed. The total budget for the Phase II work effort would be $22,000. Sincerely, KEYSER MARSTON ASSOCIATES, INC. James A. Rabe Principal om Senior Associate Attachment 0105017, KMA: JAR: emm 99900.000.002 KEYSER MARSTON ASSOCIATES, INC. HOURLY FEE SCHEDULE A. JERRY KEYSER * MANAGING PRINCIPALS* PRINCIPALS* MANAGERS* SENIOR ASSOCIATES ASSOCIATES SENIOR ANALYSTS ANALYSTS TECHNICAL STAFF ADMINISTRATIVE STAFF 2000/01 $195.00 $190.00 $175.00 $150.00 $135.00 $115.00 $100.00 $ 85.00 $ 70.00 $ 55.00 Directly related job expenses not included in the above rates are: auto mileage, air fares, hotels and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data processing, graphics and printing. Directly related job expenses will be billed at 110% of cost. Monthly billings for staff time and expenses incurred during the period will be payable within thirty (30) days of invoice date. A charge of 1% per month will be added to all past due accounts. * Rates for individuals in these categories will be increased by 50% for time spent in court testimony. Proposed Sports Park - Review of Phase I Feasibility Analysis - Public Works Director Mutter reported that on March 6, 2001, the Council authorized Phase I of a contract between the City and Keyser Marston Associates, Inc. (KMA) to prepare a financial feasibility analysis for the proposed sports park. Staff is in the process of reviewing the document and any appropriate comments will be submitted to KMA for consideration. The Phase I analysis showed that the fees proposed are in line with fees charged by other like sports facilities. Revenues generated by the stadium are sufficient to cover the likely debt service for its construction. The debt coverage ratio would likely be acceptable to the lending community. However, a number of questions were posed in this Phase I review that will need to be answered during Phase II. The general conclusions of the KMA Phase I analysis is that they have some reservations about the proposed scale of the project, but not the concept of the project. KMA believes that a sports complex can be successful in the Redlands area as it is consistent with its likely market area. Councilmember Freedman inquired if the Recreation Commission and Parks Commission had an opportunity to see the study and asked that representatives from KMA be available at City Council meetings to answer questions. Councilmember Haws agreed that the study should go out to the various commissions for written commentary. Councilmember Haws moved to accept Phase I of the financial feasibility study prepared by Keyser Marston Associates, Inc. for the proposed sports park and directed staff to negotiate and initiate the Phase II analysis. Motion seconded by Councilmember Gilbreath who added that copies of the feasibility study be distributed to members of the Parks Commission and Recreation Commission, this was agreeable with the motion maker. Motion was approved unanimously. Proposed Sports Park - Phase II Feasibility Analysis - A proposed contract was provided to Council for the scope of work and contract in connection with Phase II feasibility study for the proposed sports park. Public Works Director Mutter explained that the $22,000 cost would be paid for by For the Game. On motion of Councilmember Haws, seconded by Councilmember George, Council unanimously approved a contract in an amount not to exceed $22,000, with Keyser Martson Associates to prepare Phase II feasibility analysis for the proposed sports park. Proposed Sports Park - Helicopter Flight Pattern and Pad at Redlands Municipal Airport - In the process of reviewing the proposed sports park complex, it was noted that it will be affected by the over -flight from the helicopter flight pattern established for the Redlands Municipal Airport. Based on the 1997 Airport Land Use Compatibility Plan, Compatibility Review Criteria, the proposed sports park is located within the Computability Zone B2, which does not include "parks" as one of the allowable uses because the zone is identified as "Moderate Risk" for potential aircraft related accidents. By relocating the helicopter flight pattern and helicopter pad to the north side of the runway, the Compatibility Zone designation for the area will change from "B2" to "C" which does list park as one of the allowable uses. Speaking on behalf of adjacent property owners, Dean Papapetru requested Council "move the helicopter flight pattern from May 15, 2001 Page 14