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HomeMy WebLinkAboutRSG Inc; 2015-05-19;AMENDMENT N0.1 TO MASTER AGREEMENT FOR FISCAL ANALYSIS RSG, INC. This Amendment No. 1 is entered into and effective as of the q1b. day of July, 2015, amending the agreement dated May 19, 2015 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and RSG, Inc., ("Contractor") (collectively, the "Parties") for fiscal impact, economic impact, tourism impact, community benefits and similar studies RECITALS A. The Parties desire to increase the cumulative compensation of the Agreement to an amount not-to-exceed forty-five thousand six-hundred dollars ($45,600); and B. The Parties desire to alter the Agreement's scope of work to include additional data verification and research regarding the fiscal, employment and business benefits presented by the proponents of the Agua Hedionda South Shore Specific Plan; C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Task Order No. 2. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed fifteen thousand six-hundred dollars ($15,600). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. The cumulative compensation of the Agreement is increased to an amount not to exceed forty-five thousand six-hundred dollars ($45,600). 4. Contractor will complete all work described in Exhibit "A" by July 31, 2015. 5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. City Attorney Approved Version 1/30/13 1 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 2 EXHIBIT "A" TASK ORDER NO. 2 SCOPE OF SERVICES The following scope of services is based on the proposal dated June 29, 2015 as follow-up to the findings in Task Order No. 1. 1. RSG staff will contact, and meet with (if required to obtain clarity and confirmation), San Diego County Auditor-Controller's Office staff to discuss the pass through payment calculation methodology for the SCCRA project in order to accurately project future property tax revenue. RSG will obtain the County's methodology in writing to ensure consistent property tax revenue in the future. 2. RSG staff will contact the San Diego County Assessor's Office, Poseidon (owner of the desalination plant) and the State Board of Equalization to determine an accurate estimate of future assessed valuation of the Carlsbad Desalination Plant. This estimate is necessary because the current year (20 14-15) assessed valuation of the SCCRA is below the base year assessed valuation of the SCCRA, which will materially affect the way property tax is handled for the proposed Agua Hedionda South Shore Specific Plan Project. 3. Call Kosmont directly to request data sources for any discrepancies or data analysis that was not apparent or readily available, including: a. Supporting data for estimating the Project's assessed valuation ($415 to $466 million per development, tenant improvement costs and income capitalization). b. Projected tenant list, if available, or other supporting data for the sales tax revenues. 4. Adjust/change property tax and sales tax revenue assumptions in the fiscal impact analysis pursuant to item #3 and additional data obtained from third-party sources. 5. Analyze and summarize the initiative's impacts on the community's ability to attract and retain business and employment per Elections Code 9212. The first draft of the above scope will be delivered to the city no later than July 17, 2015. The city will have comments back to RSG by July 24, 2015. The final analysis will be delivered to the city not later than July 31, 2015. The above scope of services shall be billed on a time and materials basis not to exceed fifteen thousand six-hundred dollars dollars ($15,600) which includes meetings, discussions, documentation and one (1) round of comments. Task Order Labor Fee Estimate: $15,400 Task Order Direct Costs Fee Estimate: $200 Total Task Order: $15,600 3 City Attorney Approved Version# 05.22.01 MASTER AGREEMENT FOR FISCAL ANALYSIS RSG.INC. A JHIS AGREEMENT is made and entered into as of the IIJ day of m~ , 20.J.£, by and between the CITY OF CARLSBAD, a municipal corporati , hereinafter referred to as "City", and RSG, Inc., hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a consultant that is experienced in providing third party peer review services on fiscal impact, economic impact, tourism impact, community benefit and similar studies. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to providing third party peer review services on fiscal impact, economic impact, tourism impact, community benefit and similar studies. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1} year from the date first above. The City Manager may amend the Agreement to extend it for an additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific 1 City Attorney Approved Version 4/1/15 specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION , The cumulative total for all projects allowed pursuant to this Agreement will not exceed Thirty thousand dollars ($30,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed Thirty thousand dollars ($30,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and. Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for wo_rk done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 2 City Attorney Approved Version 4/1/15 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 3 City Attorney Approved Version 4/1/15 1 0.1.4 Professional Liability. Errors and om1ss1ons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 City Attorney Approved Version 4/1/15 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Glen Van Peski Name Hitta Mosesman Title CEO -Director Title Principal Dept Community & Economic Address 309 West 4th Street Development Santa Ana, CA 92701 CITY OF CARLSBAD Address 1635 Farada:t Avenue Phone 714-316-2137 Carlsbad, CA 92008 Email hmoseman@webrsg.com Phone 760-602-2783 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the 5 City Attorney Approved Version 4/1/15 City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent 6 City Attorney Approved Version 4/1/15 of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_~/""'2,_,___ day of mfld4:_ , 2015: CONTRACTOR CITY 0~ CARLSBAD, a mumcrpal ~ corporation of the State of California By~ 8~~J;~e£~0Jrector as authorized by the City Manager Alexa SmittleNice-President (print name/title) By: (sign here) Hitta Mosesman/Secretary (print name/title) ATTEST: Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. WER, City Attorney BY: z, ~-, ;t~/s- ssistant City Attorney 7 City Attorney Approved Version 4/1/15 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California()/~ County of __ ~-1<....!~1<....!-""""'--='--'""'7:~=-----') on /,?. !Yl/JA/Jr cflO 15 before me, ~ /IW~JI./dar'f-ltJI;c. IJ _ (insert name and title of the? offlcer) personally appeared /) }e£Ct. Srvll t/J~ , t2S g V U:£ rJ(~fJ(M , who proved to me on thebasis of satisfactory evidertce to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. '@· ERIN WOODMAS t ~ :r:..,; Commission 11 2026ll9 1 ~ :~~ Notary Public 'California I Orange Countv c~ /~ . M>C-·'""''"""21.2·1~ Signature~ w~ (Seal) WITNESS my hand and official seal. ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California/) ~ Countyof -~ On J} JYI~ JO./~ ) personally appeared ~~~:;.....;;_--=-""~'7'-""""""""""'"~:---'-t-:'-.::=..-=+-.;;__:=.::=.:...........:::.--=_;:o_~,__-­ who proved to me on the basis of satisfactory evidence to be the person(s) whose name( ) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) EXHIBIT"A" Scope of Services 1. Third-party review services in the area of fiscal impact analysis, economic impact analysis, tourism impact analysis, and community impact analysis. 2. Professional representation at public meetings; as well as attendance as requested at other internal and external meeting. 3. Preparation of memo and reports summarizing findings, including incorporating peer reviews performed by other firms. 4. Other duties as directed. Standard Hourly Rates & Statement of Qualifications Attached STATEMENT OF QUALIFICATIONS AND PROPOSAL FOR CONSULT ANT SERVICES PEER REVIEW OF FISCAL & ECONOMIC IMPACT/TOURISM/COMMUNITY BENEFIT ANALYSIS City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 RSG BETTER COMMUNITIES. BOLDER FUTURES. ROSENOW SPEVACEK GROUP, INC. 309 West 41h Street Santa Ana, CA 92701 714.316.2137 Hitta Mosesman, Principal hmosesman(wwebrsg.com Curtis Cannon, Senior Associate ~can rwn(O)web~..&om May 7, 2015 TABLE OF CONTENTS Transmittal Letter ................................................................................................ 1 Company Profile and Qualifications .................................................................... 3 Experience and References ............................................................................... 6 Staffing ............................................................................................................. 10 Scope of Work .................................................................................................. 18 Proposed Budget .............................................................................................. 19 RSG BETTER COMMUNITIES. BOLDER FUTURES. May 7, 2015 Mr. Kevin Pointer, Management Analyst Economic Development Department CITY OF CARLSBAD 1635 Faraday Avenue Carlsbad, CA 92008 ROSENOW SPEVACEK GROUP INC. 309 WEST 4TH STREET SANTA ANA, CALIFORNIA 92701-4502 T 714 541 4585 F 714 5411175 E INFO@WEBRSG.COM WEBRSG.COM Via Electronic Mail STATEMENT OF QUALIFICATION AND PROPOSAL -FISCAL & ECONOMIC IMPACT, TOURISM AND COMMUNITY BENEFIT ANALYSIS Dear Mr. Pointer: RSG is pleased to present this Statement of Qualifications and Proposal for the City of Carlsbad ("City"). After speaking with you earlier this week, we understand that the City wishes to enter into a Master Services Agreement by May 12, 2015 for a peer review of the following analyses: • Fiscal Impact Analysis • Economic Impact Analysis • Tourism Impact Analysis • Community Benefit Analysis It is our understanding that the City is currently in discussion regarding a significant development project consisting of up to 600,000 square feet of retail uses. In order to evaluate this proposed project, the City would like to retain a consultant to complete the analyses listed above within 30 days of executing a contract with the chosen consultant to complete this work. RSG is a preeminent Southern California real estate advisory consulting firm with over 35 years of experience in serving cities, counties, and housing authorities throughout California. We offer a wide range of the essential consulting services, including: ./ Economic Analysis ./ Financial Evaluation, ./ Project Feasibility Analysis ./ Market Research ./ Strategic Planning ./ Community Development Strategies ./ Revenue Modeling ./ Project Implementation Services Our expertise includes a broad knowledge base of practical experience from analyzing over 700 commercial, residential, industrial, and mixed-use projects. In total, RSG has analyzed nearly $50 billion in real estate development, resulting in the construction of over 11,000 residential units, 4,250 hotel rooms, and over 100 million square feet of FISCAL HEALTH ECONOMIC DEVELOPMENT REAL ESTATE, HOUSING AND HEALTHY COMMUNITIES commercial, industrial, office, retail, and mixed-use buildings. Our team is a recognized leader in the industry, retained by over 90 cities and counties each year. The following is the principal contact information, and project manager for this engagement: Hitta Mosesman Principal Direct Phone: 714-316-2137 Mobile Phone: 949-291-3729 Email: hmosesman@webrsg. com Curtis Cannon Senior Associate Direct Phone: 714-316-2136 Mobile Phone: 805-814-0188 Email: ccannon@webrsg.com Corporate Offices-309 West 4th Street, Santa Ana, CA 92701-4502 We look forward to discussing this project with you further. Please call us with any questions. Sincerely, ROSENOW SPEVACEK GROUP Hitta Mosesman, Principal Curtis Cannon, Senior Associate 2 MISSION STATEMENT "RSG creates solutions to enhance communities' physical, economic, and social future." CORE VALUES All of our work aligns with our core values -they define who we are as people, how we can be expected to work, and what our clients can expect from our consulting services. These include: + Social and community responsibility + Creativity and innovation + Excellence in products and services + Honest and ethical behavior above all else CORPORATE INFORMATION Rosenow Spevacek Group, Inc. is a California-based, Subchapter "S" corporation. Founded in 1979, the firm provides a wide array of community development consulting services to local government organizations and private entities. Ownership is divided among four shareholders, including Principals Jim Simon, Hitta Mosesman, Alexa Smittle, and Tara Matthews. Our corporate offices are located in Santa Ana, California. The majority of our employees work out of our Santa Ana office, although we have several employees working from remote offices in San Francisco, Sacramento, and San Diego. To better assist and more fully represent our clients in the delivery of real estate advisory, property acquisition and disposition, and asset management services, RSG maintains a California Corporate Real Estate Brokers License (CA BRE #01930929). 3 RSG STAFF RSG has a staff of 21 consulting staff, exclusive of sub-consultants. A breakdown of our staff is presented below. Principals/Partners Directors/Senior Associates Associates Senior Analysts/Analysts Research Assistants Technicians Administrative Total Professional Staff 4 3 6 3 2 1 2 21 Our staff is highly experienced in bringing a wide variety of real estate developments to fruition. In total, RSG has analyzed nearly $50 billion in real estate development, resulting in the construction of over 11 ,000 residential units, 4,250 hotel rooms, and over 100 million square feet of commercial, industrial, office, retail, and mixed-use buildings. QUALIFICATIONS RSG has a 35-year history of bringing a wealth of knowledge in the real estate and economic development fields -not only from our extensive experience in providing these services, but also through our first-hand experience in real estate brokerage, investment, development, construction, entitlements, and project design. Our real estate professionals engage in a wide variety of projects for the firm , but also keep abreast of the latest industry trends through professional associations such as the Urban Land Institute, International Council of Shopping Centers, and California Realtors Association, as well as other local organizations. Innovative solutions, attention to detail, and adherence to project schedules are signatures of our service. Our real estate consulting services include, but are not limited to, the following activities. FISCAL AND ECONOMIC IMPACT ANALYSES In many circumstances, understanding the big picture is just as important as the single project. Other times, the big picture is the project. Public agencies and private developers look to RSG when they need to know the ongoing municipal revenues and service costs, employment, community benefits, and secondary impacts of a development project or land use plan. LAND USE ECONOMICS Key to the success of many land use plans, such as general plans, specific plans, and corridor strategies are their market viability and economic feasibility. RSG is experienced in analyzing and determining the land use economics for such plans, and recommending alternatives and changes were necessary. 4 MARKET ANALYSIS AND RESEARCH RSG conducts detailed economic and market research using reliable industry data resources corroborated by first-hand field research and local market evaluations to identify viable implementation strategies and investment opportunities. Identification of niche market opportunities for local communities based on consumer preferences and research, and understanding long-term demographic and land use trends are our specialty. As an alternative to traditional market studies, RSG is also working to pioneer the development of trends analysis; market studies that analyze local economic drivers over a longer period of time in order to align strategic planning with land use policies. SITE ASSESSMENT AND POSITIONING RSG brings a highly experienced consultant team comprised of former real estate investors, developers, and public sector officials, who are skilled in performing land use programming, highest and best use analyses, property valuation analyses, and feasible development strategies. RSG also specializes in repositioning existing assets and formulating reuse strategies to reinvigorate communities and provide new revenues to municipalities. PROPERTY ACQUISITION RSG offers full-service real estate acquisition services. From site identification, to tenant relocation once the property has been acquired, RSG is truly a one-stop shop for clients who wish to simplify the acquisition process. We offer services related to site selection, valuation analyses, negotiations, hazardous material surveys and removal coordination, escrow coordination, condemnation process coordination, and tenant relocation . PUBLIC/PRIVATE PARTNERSHIPS RSG has extensive experience in assisting public agencies and private developers structure public/ private partnerships. Our team is proficient in completing pro forma and investment analyses, including financial funding gap analyses and strategies to eliminate them , in order to ensure a transaction is completed and the project constructed. PROPERTY DISPOSITION RSG understands how to effectively stimulate interest from highly experienced and financially capable developers. RSG has the requisite knowledge and extensive experience necessary to bring complex public-private transactions to fruition , including disposition and development agreements, owner participation agreements, long-term ground leases, as well as required legal documents. IMPLEMENTATION AND DEVELOPMENT RSG is highly experienced in assisting public sector clients with the management of construction projects (including those that are LEED certified), property rehabilitation, and related programs. Many of our clients wish to retain greater control over development projects but lack the staff or experience to do so. RSG can help by either advising or managing each step of the construction process. 5 RSG brings forward over 35 years of experience advising public agencies and developers on infill reuse projects, totaling more than $5 billion in total asset value. We provide clients real estate advisory services, including fiscal impact, economic impact, pro forma and financial feasibility analysis, underwriting analysis, and equity analysis. In order to keep this proposal succinct, RSG has outlined below some case studies on projects entailing analysis and outcomes similar to the proposed assignment. We encourage you to contact our references, or follow up with any additional questions. Project Project Description Client I Contact San Carlos Transit Village Evaluated fiscal and feasibility City of San Carlos El Camino Real, San Carlos impacts of reduced density of project in response to public AISavay July 2013 concern over height and Community Currently in plan check density. Original proposal Development Dir. entailed a 415,869 sf mixed 650.802.4209 use project surrounding CaiTrain depot, as compared to the lower density 300,000 sf project that was ultimately approved. The Heritage Prepared fiscal and economic Vineyards 2001 E. Dyer Rd, Santa Ana impact analysis of redeveloping Development Inc. 18.84 acre industrial property. (Applicant) February 2015 Developer is proposing 1,401 Currently in environmental multifamily units along with John Shumway review nearly 20,000 sf of retail and The Concord restaurant use. Group 949.717.6450 7 Project Project Description Client I Contact Wheeler Plaza TOO Preparation of development City of San Carlos San Carlos & Walnut, San feasibility and fiscal impact Carlos analysis for award-winning AISavay TOO project consisting of 1 08 Community February 2013 condominiums, 9,500 sf of Development Dir. Construction starts Feb retail, 2 levels of subterranean 650.802.4209 2016 public and private parking, and a public plaza Grand Avenue Los Prepared feasibility and City of Los Angeles Angeles economic impact assessment 100 S. Grand Av, Los for the City's Office of the Chief John Wickham, Angeles Legislative Analyst, which led Office of the Chief to the latest subvention Legislative Analyst April2014 agreement with The Related 213.473.5738 Development program Companies. Redevelopment of changing the site would result in development of 24-and 37- story residential, luxury retail and hotel uses above a parking garage, designed by Frank Gehry. Edge As an adjunct to our developer City Ventures 4300 N. Harbor Blvd, client's application to redevelop (Applicant) Fullerton the former 44-acre Beckman Coulter campus, RSG prepared Kim Prijatel, April2015 a market study, feasibility, and Vice President of Study delivered to client fiscal impact analysis for the Development development of a mixed use project consisting of 300 949.258.7555 multifamily units, 525 for-sale townhome units, and 230,190 sf of innovative office and retail uses 7 Project Village at Westfield Topanga Topanga Canyon Blvd, LA March 2013/ January 2014 Project under construction Joint First Responders Training Facility City of Carlsbad Project Description RSG prepared a feasibility study and economic/fiscal impact analysis of the development of a 450,000 square foot open-air lifestyle center. Under a development agreement with the City, the project would create significant public benefits, including a public plaza, community meeting room , programming events and new community amenities for the West Valley area. The City of Carlsbad evaluated the costs and benefits of building a state of the art public safety training facility as a firing range, fire training , and public works training facility. The City retained RSG to: • Verify projected operations costs. • Identify potential public and private agency users to share the facility. • Verify operating cost projections. • Identify current City public safety training costs, fuel and vehicle maintenance cost savings. • Identify potential public and private agencies that may use the facility. • Prepare a business plan to capture outside agency interest and to recover facility operating costs. • City Council briefings and public presentations were also an integral component of the project. Client I Contact City of Los Angeles lvania Sobalvarro Office of the Chief Legislative Analyst 213.473.5745 City of Carlsbad Public Works Department 8 Project Core Business Process Analysis City of Carlsbad Project Description RSG was retained to evaluate the core business processes in the newly formed Transportation Department at the City of Carlsbad. Tasks included: • Identifying the department core services and the best possible delivery methods to deliver these services • Characterizing these services by functional cost, staffing levels, service level measurements and customer service expectations • Compare in-house delivery of these services to alternative delivery scenarios • Examine potential consolidations, outsourcing, and shared services with neighboring jurisdictions. Client I Contact City of Carlsbad Public Works Department 9 STAFFING Hitta Mosesman will be the Principal-in-Charge, with Curtis Cannon, Senior Associate, will act as Project Manager for this engagement. Ms. Mosesman would direct, review and oversee all aspects of this engagement, while Mr. Cannon will be responsible for managing the day-to-day activities, project components and preparation of the report with RSG's findings . Other members of the consulting team include Dim a Gal kin and Dominique Clark, Senior Analysts who will be tasked with analyzing data sources, evaluating financial and economic models, drafting portions of the report of findings, and providing supporting functions. Jeff Khau, Analyst, Michael Dietz and Nicole Miller, Research Assistants, will be responsible for research, data gathering and identifying data sources. Other professional staff may be assigned as needed. Resumes of key RSG staff follow. 10 HITTA MOSESMAN, Principal/Secretary FOCUS AREAS Municipal Finance, Fiscal Health, Economic Development, Real Estate WHAT I LOVE ABOUT WORK I have the chance to discover and build upon the unique qualities and character present in every community. I help communities improve and thrive in the face of challenges to revenues and increased levels of services. ABOUT ME Hitta produces solutions to community problems with her expertise in public financing opportunities and economic development. She forms dynamic collaborations with her clients large and small, ranging from cities to public entities and agencies. Her work includes property tax projections, real estate valuation analysis, cash flow analyses, successor agency consulting, methodology reviews, audits of assessed value projections, and fiscal impact analyses. Hitta originally joined RSG in 1989 as an intern while completing her BS ih Economics with a minor in Business Management from the University of California, Irvine. After working for two boutique municipal consulting firms, Hitta re-joined RSG in 1996. RECENT ENGAGEMENTS • Calculated multiple cash flow analysis scenarios to determine the maximum amount of loan repayment (and most beneficial repayment structure) to a city to fund a large-scale and regionally-significant recreation area in Orange County. • Prepared complex property disposition plan for a former redevelopment agency that owns over 100 properties, including a valuation analysis of each property. • Formulated multi-year property tax projections for a large special district for budgeting purposes. These projections incorporate new development projects, appeals, and annexations, as well as an economic analysis to forecast future growth rates in assessed valuation. OUT &ABOUT • League of California Cities City Manager's Group, Economic Development Focus Group Member • Speaker, San Gabriel Valley City Manager's Association (League of California Cities) on Economic Development • California Association for Local Economic Development • Certified personal trainer 11 Curtis P. Cannon, Senior Associate FOCUS AREAS Real Estate Development, Economic Development and Housing. WHAT I LOVE ABOUT WORK I love the opportunity to help cities, counties , and local jurisdictions, in creating new and revitalized development projects and programs for fiscal strength, economic development, and affordable housing programs and projects, to reach their greatest potential and return on the public investments. ABOUT ME With over 24 years of public sector experience, Curtis manages economic development, real estate development, and affordable housing initiatives. Curtis is an expert in public/private sector community development projects and programs. He provides technical reviews and negotiations assistance for property acquisition/disposition and development agreements, as well as affordable housing projects. He performs project site development review and analysis, and market viability from a broad range of perspectives. He has extensive experience with helping California municipal jurisdictions in developing strategic plans and identifying highest and best use for public and private properties in the areas of community development, economic development, and housing. Curtis recently joined RSG in 2015. He received a Master's Degree in Public Administration from California State University Northridge, and a Bachelor's Degree in Public Administration from the University of La Verne, with a minor in Business Administration. He also completed an Associates Degree in Business Management, from Citrus College. RECENT ENGAGEMENTS • Project manager for negotiations of property acquisition and real estate development agreements, and programs and projects implementation to fulfill the objectives of public agencies. • Conducted property analysis and prepared structured negotiation deal points for business relocation and lease terms and conditions. • Managed the real estate development process, land transaction, and agreements, of more than 2000 for sale and rental affordable housing units for the City of Oxnard. • Project manager and lead negotiator for 700 acre mixed-use development project and adoption of a specific plan. Project entailed a development agreement, and owner participation agreement. Project includes 3000 housing units, 15% affordable housing, 2 million square feet of commercial/retail, 3 new schools, an Oxnard CityNentura County joint fire station, new fully developed infrastructure, and parks and trails system. OUT &ABOUT • California Association for Local Economic Development 12 DIMA GALKIN, Senior Analyst FOCUS AREAS Economic Development, Fiscal Analysis, Real Estate WHAT I LOVE ABOUT WORK When a client faces challenges, I am eager to find new paths for success. I look for innovative solutions to help cities improve their budgetary and financial paradigms. I'll take on any task to help cities efficiently provide better services to their residents. ABOUT ME Dima contributes a strong interdisciplinary knowledge base to RSG's project teams. He analyzes demographic, socioeconomic and business data along with trends to form recommendations for business attraction, real estate development investment and economic growth for cities. He composes Long Range Property Management Plans. He creates maps, graphs and other visual elements for different types of projects to communicate research findings to a variety of clients. He also assisted in the research and implementation of a model focused on General Fund revenue for economic development analysis. Dim a joined RSG in 2013. He received a BA in Urban Studies and Political Science from Washington University in Saint Louis, and an MPL in Urban Planning from the University of Southern California. RECENT ENGAGEMENTS • Calculated property taxes, pass-through payments, and excess revenues for multiple clients, including reviews of past receipts and projections of future receipts. • Collaborated with other staff members to estimate development feasibility and impacts of different types of projects in cities throughout California. • Analyzed demographic, socioeconomic, and business data and trends to form recommendations for business attraction, real estate development investment, and economic growth for several cities. • Synthesized information from clients, proprietary and other research, and site visits to help write, and assist with implementation of, five Long-Range Property Management Plans, with more than 300 properties total. OUT&ABOUT • American Planning Association • California Association for Local Economic Development • Urban Land Institute 13 DOMINIQUE CLARK, Senior Analyst FOCUS AREAS Fiscal Analysis, Housing Monitoring, Research WHAT I LOVE ABOUT WORK My work with numbers, data, calculations, and spreadsheets helps not just one person, but large populations. My skills are valuable and valued. It is strong motivation to work harder and do better. ABOUT ME Dominique shares her knowledge and proficiency in municipal finance, economic development policy analysis, and quantitative research to advance client and community objectives. Her work includes Fiscal Consultant Reports, economic development analysis, Long Range Property Management Plans, and housing compliance monitoring. Dominique joined RSG in 2013. She received a BA in Sociology from Wheaton College and a Master of Public Policy (MPP) from the University of Southern California. RECENT ENGAGEMENTS • Prepared financial pro fonma feasibility model to determine an affordable housing in-lieu impact fee for a private development in the City of Aliso Viejo. • Analyzed property sales, land use, tax roll data, and assessment appeals data in preparation of numerous Fiscal Consultant Reports. • Researched and analyzed parcel data related to sites for potential development in the City of San Gabriel. • Utilized RSG's pass-through payment model for nine former redevelopment agencies to calculate pass-through payments to taxing agencies for the San Bernardino County Auditor-Controller. • Engaged to conduct housing compliance monitoring for several clients, including applicant eligibility review, document preparation, and quarterly property inspections. OUT &ABOUT • Urban Land Institute • California Association for Local Economic Development 14 JEFF KHAU, Analyst FOCUS AREAS Housing market analysis, Transportation policy and planning, Data-driven outreach WHAT I LOVE ABOUT WORK The process of looking at big data and teasing out hidden correlations is the most rewarding part of my work. Beneath all those numbers is a story, and it's my job to tell that story. ABOUT ME Jeff is committed to creating a positive impact in communities. Using a data-driven and evidenced- based approach to solving problems, he provides stakeholders and policy-makers the tools they need to make an informed decision about important matters. He believes in ushering solutions that are executable and cost-efficient. Jeff joined RSG in 2015. He earned his Bachelor's Degree in Business Administration form Chapman University. He also holds a Master's in Urban Planning and a Master's in Public Policy from the University of Southern California. RECENT ENGAGEMENTS • Analyzed property taxes among various cities to assess the impact of redevelopment agencies on municipal structural deficit. • Provided relocation assistance to displaced business owners by curating listings of potential new sites. OUT &ABOUT • Licensed California Broker (BRE #01891467) • Chinese American Citizens Alliance • Lions Club International -Orange County Vietnamese American Chapter 15 MICHAEL DIETZ, Research Assistant FOCUS AREAS Community Development, Land Use Planning, Urbanization WHAT I LOVE ABOUT WORK I am highly committed to the betterment of communities through the adoption of creative and progressive solutions. I enjoy thoroughly analyzing research to ensure I discover and understand the core character of the community, and then using that knowledge to help people improve their quality of life. ABOUT ME Michael brings an analytical and adaptable background to RSG's project teams. He researches a wide variety of data and translates it into a reliable source of information. He also helps to create graphs, charts, and other visual mediums to present his findings. Furthermore, he assists in the drafting of advanced plans, spreadsheets, and reports for clients. His unique blend of knowledge allows him to understand communities and solve problems. He is a flexible and integral piece of the team. Michael joined RSG in 2014. He received a Master's Degree in Urban and Regional Planning from University of California, Irvine and graduated with magna cum laude honors with a BA in Psychology from California State University, Long Beach. RECENT ENGAGEMENTS • Conducted various data analyses to evaluate a community's economic health and future stability. • Researched and analyzed the fiscal feasibility of multiple potential new cities in California. • Drafted a presentation examining the revenue streams of various municipalities and comparing them on a per capita basis. OUT &ABOUT • American Planning Association 16 NICOLE MILLER, Research Assistant FOCUS AREAS Community Development, Compliance Monitoring, Affordable Housing WHAT I LOVE ABOUT WORK I enjoy contributing to the affordable housing services RSG provides, in addition to community development and financial services. Through these areas, I feel that I positively affect communities. ABOUT ME Nicole brings a public service background to the RSG team. She researches a wide variety of data and translates it into reliable sources of information. She also provides assistance with housing compliance data analysis and reporting. Her distinctive knowledge and skill blend allows her to understand and help solve community problems .. Ms. Miller joined RSG in 2015. She received both her Masters of Public Administration and Bachelors of Arts, History, at California State University, Fullerton. RECENT ENGAGEMENTS • Reviewed tenant occupancy file documentation to ensure cities and properties meet low income housing requirements. • Assisted in preparing Financial Consulting Reports. • Researched various municipal codes and fee structures for developers dependent upon the intended project. • Examined ROPS and RPTIF submissions for several cities to establish the possible housing dollars entering certain jurisdictions in the near future. • Aided with market research centered on bringing business to cities. OUT &ABOUT • Pi Alpha Alpha-National Public Administration Honors Society 17 Based upon conversations with City staff, the City will be rece1v1ng a fiscal/economic/tourism/community benefit analysis prepared by a potential developer during the week of May 15, 2015. The proposed Scope of Work is a peer review of this analysis. The tasks associated with this assignment will be clarified by City staff following receipt of the analysis prepared by the developer. RSG will submit an addendum to this Statement of Qualifications and Proposal after coordinating with City staff on the specific tasks. 18 RSG proposes to complete this assignment for a not-to-exceed fee of $30,000. It is important to note that upon review of the analyses prepared by the proposed developer, RSG will determine if this proposed budget will be sufficient to provide an in-depth peer review that matches the breadth of the developer's analysis. Staffing services provided by RSG will include, up to the following staff positions with the associated billing rates: Principal Senior Associate Senior Analyst (s) Analyst Research Assistant (s) 1 1 2 1 2 CURRENT 2015 HOURLY BILLING RATES & FEE SCHEDULE Principal I Director $ 235 Senior Associate $ 180 Associate $ 160 Senior Analyst $ 135 Analyst $ 125 Research Assistant $ 110 Technician $ 80 Clerical $ 60 Reimbursable Expenses Cost plus 1 0% RSG does not charge clients for travel or mileage (except direct costs related to field work/surveys), parking, telephone expenses, general postage or incidental copies. However, we do charge for messenger services and overnight shipping/express mail costs. Any third party data required will also be charged to the client. Typical examples include copies of the equalized assessment roll and CoStar Market data. We also charge for copies of reports, documents, notices, and support material in excess of five (5) copies. These costs are charged back at the actual expense plus a 10% surcharge. RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance. Invoices identify tasks completed to date, hours expended and the hourly rate. 19 Donna Heraty From: Donna Heraty Sent: Friday, May 22, 2015 3:40 PM 'hmosesman@webrsg.com' REQUIRED CONFUCT OF INTEREST Resolution No. 2015-050.pdf To: Subject: Attachments: To Whom It May Concern: You are receiving this email because your company has a consultant agreement with the City of Carlsbad. The City of Carlsbad's Conflict of Interest Code requires all consultants to file a statement disclosing certain economic interests, that may foreseeably be affected materially by any decisions made, or participated in, by a designated official because of their position. To comply with this requirement a Statement of Economic Interest Form 700 "Assuming Office" is required to be filed with the City of Carlsbad City Clerk's Office. To file your Assuming Office statement, please follow the instructions below: • As reflected in the City Conflict of Interest Code-Resolution No. 2015-050, the employee(s) of your company that work directly with city staff are required to complete the Statement of Economic Interest Form (Form 700). Consultants are required to claim- Category (A) Investment and Real Property Disclosure Category (B) Personal Income Disclosure Category (C) Business Entity Income Disclosure Category (D) Business Position Disclosure • Your "Assuming Office" date for this filing is May 19, 2015. • Even if there are no reportable interests, the cover page is still required to be completed with box "None" in Section 4 checked. • THE COMPLETED FORM 700 IS DUE IN THE CITY CLERK'S OFFICE BY 5:00PM, JUNE 19, 2015. Mailing Address: City Clerk's Office, 1200 Carlsbad Village Drive, carlsbad, CA 92008. • Form 700 • Form 700 Reference Pamphlet Other documents you may use as reference: • FAQ: Form 700 Disclosure • Local Gift Fact Sheet In addition, when your contract with the City of Carlsbad is completed, the consultant/vendor that filed the Assuming Office statement is/are required to file a "Leaving Office" statement, utilizing the same Form 700 and entering the date the contract ended in the "Leaving Office" date line, and submitting to the City Clerk's Office no later than 30 days following completion of the agreement. **Failure to file the Assuming and/or Leaving Office statement(s) could result in penalties assessed at $10.00 per day, not to exceed $100.00, in addition to any other penalties per California Government Section Code 91013. 1 If you have any questions or need additional information, please feel free to contact me or the Fair Political Practices Commission (FPPC) at 1-866-ASK-FPPC (1-866-275-3772). Sincerely, Donna Heraty. ~. 'i {'. ~ CITY Of CARLSBAD Donna Heraty, CMC Deputy City Clerk City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 www.carlsbadca .gov P: 760-434-2808 F: 760-720-6917 donna.heraty@carlsbadca.gov Please consider the environment before printing this e-mail 2 specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION , The cumulative total for all projects allowed pursuant to this Agreement will not exceed Thirty thousand dollars ($30,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed Thirty thousand dollars ($30,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and. Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for wo_rk done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 2 City Attorney Approved Version 4/1/15 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 3 City Attorney Approved Version 4/1/15 1 0.1.4 Professional Liability. Errors and om1ss1ons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 City Attorney Approved Version 4/1/15 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Glen Van Peski Name Hitta Mosesman Title CEO -Director Title Principal Dept Community & Economic Address 309 West 4th Street Development Santa Ana, CA 92701 CITY OF CARLSBAD Address 1635 Farada:t Avenue Phone 714-316-2137 Carlsbad, CA 92008 Email hmoseman@webrsg.com Phone 760-602-2783 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the 5 City Attorney Approved Version 4/1/15 City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent 6 City Attorney Approved Version 4/1/15 of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_~/""'2,_,___ day of mfld4:_ , 2015: CONTRACTOR CITY 0~ CARLSBAD, a mumcrpal ~ corporation of the State of California By~ 8~~J;~e£~0Jrector as authorized by the City Manager Alexa SmittleNice-President (print name/title) By: (sign here) Hitta Mosesman/Secretary (print name/title) ATTEST: Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. WER, City Attorney BY: z, ~-, ;t~/s- ssistant City Attorney 7 City Attorney Approved Version 4/1/15 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California()/~ County of __ ~-1<....!~1<....!-""""'--='--'""'7:~=-----') on /,?. !Yl/JA/Jr cflO 15 before me, ~ /IW~JI./dar'f-ltJI;c. IJ _ (insert name and title of the? offlcer) personally appeared /) }e£Ct. Srvll t/J~ , t2S g V U:£ rJ(~fJ(M , who proved to me on thebasis of satisfactory evidertce to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. '@· ERIN WOODMAS t ~ :r:..,; Commission 11 2026ll9 1 ~ :~~ Notary Public 'California I Orange Countv c~ /~ . M>C-·'""''"""21.2·1~ Signature~ w~ (Seal) WITNESS my hand and official seal. ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California/) ~ Countyof -~ On J} JYI~ JO./~ ) personally appeared ~~~:;.....;;_--=-""~'7'-""""""""""'"~:---'-t-:'-.::=..-=+-.;;__:=.::=.:...........:::.--=_;:o_~,__-­ who proved to me on the basis of satisfactory evidence to be the person(s) whose name( ) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) EXHIBIT"A" Scope of Services 1. Third-party review services in the area of fiscal impact analysis, economic impact analysis, tourism impact analysis, and community impact analysis. 2. Professional representation at public meetings; as well as attendance as requested at other internal and external meeting. 3. Preparation of memo and reports summarizing findings, including incorporating peer reviews performed by other firms. 4. Other duties as directed. Standard Hourly Rates & Statement of Qualifications Attached STATEMENT OF QUALIFICATIONS AND PROPOSAL FOR CONSULT ANT SERVICES PEER REVIEW OF FISCAL & ECONOMIC IMPACT/TOURISM/COMMUNITY BENEFIT ANALYSIS City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 RSG BETTER COMMUNITIES. BOLDER FUTURES. ROSENOW SPEVACEK GROUP, INC. 309 West 41h Street Santa Ana, CA 92701 714.316.2137 Hitta Mosesman, Principal hmosesman(wwebrsg.com Curtis Cannon, Senior Associate ~can rwn(O)web~..&om May 7, 2015 TABLE OF CONTENTS Transmittal Letter ................................................................................................ 1 Company Profile and Qualifications .................................................................... 3 Experience and References ............................................................................... 6 Staffing ............................................................................................................. 10 Scope of Work .................................................................................................. 18 Proposed Budget .............................................................................................. 19 RSG BETTER COMMUNITIES. BOLDER FUTURES. May 7, 2015 Mr. Kevin Pointer, Management Analyst Economic Development Department CITY OF CARLSBAD 1635 Faraday Avenue Carlsbad, CA 92008 ROSENOW SPEVACEK GROUP INC. 309 WEST 4TH STREET SANTA ANA, CALIFORNIA 92701-4502 T 714 541 4585 F 714 5411175 E INFO@WEBRSG.COM WEBRSG.COM Via Electronic Mail STATEMENT OF QUALIFICATION AND PROPOSAL -FISCAL & ECONOMIC IMPACT, TOURISM AND COMMUNITY BENEFIT ANALYSIS Dear Mr. Pointer: RSG is pleased to present this Statement of Qualifications and Proposal for the City of Carlsbad ("City"). After speaking with you earlier this week, we understand that the City wishes to enter into a Master Services Agreement by May 12, 2015 for a peer review of the following analyses: • Fiscal Impact Analysis • Economic Impact Analysis • Tourism Impact Analysis • Community Benefit Analysis It is our understanding that the City is currently in discussion regarding a significant development project consisting of up to 600,000 square feet of retail uses. In order to evaluate this proposed project, the City would like to retain a consultant to complete the analyses listed above within 30 days of executing a contract with the chosen consultant to complete this work. RSG is a preeminent Southern California real estate advisory consulting firm with over 35 years of experience in serving cities, counties, and housing authorities throughout California. We offer a wide range of the essential consulting services, including: ./ Economic Analysis ./ Financial Evaluation, ./ Project Feasibility Analysis ./ Market Research ./ Strategic Planning ./ Community Development Strategies ./ Revenue Modeling ./ Project Implementation Services Our expertise includes a broad knowledge base of practical experience from analyzing over 700 commercial, residential, industrial, and mixed-use projects. In total, RSG has analyzed nearly $50 billion in real estate development, resulting in the construction of over 11,000 residential units, 4,250 hotel rooms, and over 100 million square feet of FISCAL HEALTH ECONOMIC DEVELOPMENT REAL ESTATE, HOUSING AND HEALTHY COMMUNITIES commercial, industrial, office, retail, and mixed-use buildings. Our team is a recognized leader in the industry, retained by over 90 cities and counties each year. The following is the principal contact information, and project manager for this engagement: Hitta Mosesman Principal Direct Phone: 714-316-2137 Mobile Phone: 949-291-3729 Email: hmosesman@webrsg. com Curtis Cannon Senior Associate Direct Phone: 714-316-2136 Mobile Phone: 805-814-0188 Email: ccannon@webrsg.com Corporate Offices-309 West 4th Street, Santa Ana, CA 92701-4502 We look forward to discussing this project with you further. Please call us with any questions. Sincerely, ROSENOW SPEVACEK GROUP Hitta Mosesman, Principal Curtis Cannon, Senior Associate 2 MISSION STATEMENT "RSG creates solutions to enhance communities' physical, economic, and social future." CORE VALUES All of our work aligns with our core values -they define who we are as people, how we can be expected to work, and what our clients can expect from our consulting services. These include: + Social and community responsibility + Creativity and innovation + Excellence in products and services + Honest and ethical behavior above all else CORPORATE INFORMATION Rosenow Spevacek Group, Inc. is a California-based, Subchapter "S" corporation. Founded in 1979, the firm provides a wide array of community development consulting services to local government organizations and private entities. Ownership is divided among four shareholders, including Principals Jim Simon, Hitta Mosesman, Alexa Smittle, and Tara Matthews. Our corporate offices are located in Santa Ana, California. The majority of our employees work out of our Santa Ana office, although we have several employees working from remote offices in San Francisco, Sacramento, and San Diego. To better assist and more fully represent our clients in the delivery of real estate advisory, property acquisition and disposition, and asset management services, RSG maintains a California Corporate Real Estate Brokers License (CA BRE #01930929). 3 RSG STAFF RSG has a staff of 21 consulting staff, exclusive of sub-consultants. A breakdown of our staff is presented below. Principals/Partners Directors/Senior Associates Associates Senior Analysts/Analysts Research Assistants Technicians Administrative Total Professional Staff 4 3 6 3 2 1 2 21 Our staff is highly experienced in bringing a wide variety of real estate developments to fruition. In total, RSG has analyzed nearly $50 billion in real estate development, resulting in the construction of over 11 ,000 residential units, 4,250 hotel rooms, and over 100 million square feet of commercial, industrial, office, retail, and mixed-use buildings. QUALIFICATIONS RSG has a 35-year history of bringing a wealth of knowledge in the real estate and economic development fields -not only from our extensive experience in providing these services, but also through our first-hand experience in real estate brokerage, investment, development, construction, entitlements, and project design. Our real estate professionals engage in a wide variety of projects for the firm , but also keep abreast of the latest industry trends through professional associations such as the Urban Land Institute, International Council of Shopping Centers, and California Realtors Association, as well as other local organizations. Innovative solutions, attention to detail, and adherence to project schedules are signatures of our service. Our real estate consulting services include, but are not limited to, the following activities. FISCAL AND ECONOMIC IMPACT ANALYSES In many circumstances, understanding the big picture is just as important as the single project. Other times, the big picture is the project. Public agencies and private developers look to RSG when they need to know the ongoing municipal revenues and service costs, employment, community benefits, and secondary impacts of a development project or land use plan. LAND USE ECONOMICS Key to the success of many land use plans, such as general plans, specific plans, and corridor strategies are their market viability and economic feasibility. RSG is experienced in analyzing and determining the land use economics for such plans, and recommending alternatives and changes were necessary. 4 MARKET ANALYSIS AND RESEARCH RSG conducts detailed economic and market research using reliable industry data resources corroborated by first-hand field research and local market evaluations to identify viable implementation strategies and investment opportunities. Identification of niche market opportunities for local communities based on consumer preferences and research, and understanding long-term demographic and land use trends are our specialty. As an alternative to traditional market studies, RSG is also working to pioneer the development of trends analysis; market studies that analyze local economic drivers over a longer period of time in order to align strategic planning with land use policies. SITE ASSESSMENT AND POSITIONING RSG brings a highly experienced consultant team comprised of former real estate investors, developers, and public sector officials, who are skilled in performing land use programming, highest and best use analyses, property valuation analyses, and feasible development strategies. RSG also specializes in repositioning existing assets and formulating reuse strategies to reinvigorate communities and provide new revenues to municipalities. PROPERTY ACQUISITION RSG offers full-service real estate acquisition services. From site identification, to tenant relocation once the property has been acquired, RSG is truly a one-stop shop for clients who wish to simplify the acquisition process. We offer services related to site selection, valuation analyses, negotiations, hazardous material surveys and removal coordination, escrow coordination, condemnation process coordination, and tenant relocation . PUBLIC/PRIVATE PARTNERSHIPS RSG has extensive experience in assisting public agencies and private developers structure public/ private partnerships. Our team is proficient in completing pro forma and investment analyses, including financial funding gap analyses and strategies to eliminate them , in order to ensure a transaction is completed and the project constructed. PROPERTY DISPOSITION RSG understands how to effectively stimulate interest from highly experienced and financially capable developers. RSG has the requisite knowledge and extensive experience necessary to bring complex public-private transactions to fruition , including disposition and development agreements, owner participation agreements, long-term ground leases, as well as required legal documents. IMPLEMENTATION AND DEVELOPMENT RSG is highly experienced in assisting public sector clients with the management of construction projects (including those that are LEED certified), property rehabilitation, and related programs. Many of our clients wish to retain greater control over development projects but lack the staff or experience to do so. RSG can help by either advising or managing each step of the construction process. 5 RSG brings forward over 35 years of experience advising public agencies and developers on infill reuse projects, totaling more than $5 billion in total asset value. We provide clients real estate advisory services, including fiscal impact, economic impact, pro forma and financial feasibility analysis, underwriting analysis, and equity analysis. In order to keep this proposal succinct, RSG has outlined below some case studies on projects entailing analysis and outcomes similar to the proposed assignment. We encourage you to contact our references, or follow up with any additional questions. Project Project Description Client I Contact San Carlos Transit Village Evaluated fiscal and feasibility City of San Carlos El Camino Real, San Carlos impacts of reduced density of project in response to public AISavay July 2013 concern over height and Community Currently in plan check density. Original proposal Development Dir. entailed a 415,869 sf mixed 650.802.4209 use project surrounding CaiTrain depot, as compared to the lower density 300,000 sf project that was ultimately approved. The Heritage Prepared fiscal and economic Vineyards 2001 E. Dyer Rd, Santa Ana impact analysis of redeveloping Development Inc. 18.84 acre industrial property. (Applicant) February 2015 Developer is proposing 1,401 Currently in environmental multifamily units along with John Shumway review nearly 20,000 sf of retail and The Concord restaurant use. Group 949.717.6450 7 Project Project Description Client I Contact Wheeler Plaza TOO Preparation of development City of San Carlos San Carlos & Walnut, San feasibility and fiscal impact Carlos analysis for award-winning AISavay TOO project consisting of 1 08 Community February 2013 condominiums, 9,500 sf of Development Dir. Construction starts Feb retail, 2 levels of subterranean 650.802.4209 2016 public and private parking, and a public plaza Grand Avenue Los Prepared feasibility and City of Los Angeles Angeles economic impact assessment 100 S. Grand Av, Los for the City's Office of the Chief John Wickham, Angeles Legislative Analyst, which led Office of the Chief to the latest subvention Legislative Analyst April2014 agreement with The Related 213.473.5738 Development program Companies. Redevelopment of changing the site would result in development of 24-and 37- story residential, luxury retail and hotel uses above a parking garage, designed by Frank Gehry. Edge As an adjunct to our developer City Ventures 4300 N. Harbor Blvd, client's application to redevelop (Applicant) Fullerton the former 44-acre Beckman Coulter campus, RSG prepared Kim Prijatel, April2015 a market study, feasibility, and Vice President of Study delivered to client fiscal impact analysis for the Development development of a mixed use project consisting of 300 949.258.7555 multifamily units, 525 for-sale townhome units, and 230,190 sf of innovative office and retail uses 7 Project Village at Westfield Topanga Topanga Canyon Blvd, LA March 2013/ January 2014 Project under construction Joint First Responders Training Facility City of Carlsbad Project Description RSG prepared a feasibility study and economic/fiscal impact analysis of the development of a 450,000 square foot open-air lifestyle center. Under a development agreement with the City, the project would create significant public benefits, including a public plaza, community meeting room , programming events and new community amenities for the West Valley area. The City of Carlsbad evaluated the costs and benefits of building a state of the art public safety training facility as a firing range, fire training , and public works training facility. The City retained RSG to: • Verify projected operations costs. • Identify potential public and private agency users to share the facility. • Verify operating cost projections. • Identify current City public safety training costs, fuel and vehicle maintenance cost savings. • Identify potential public and private agencies that may use the facility. • Prepare a business plan to capture outside agency interest and to recover facility operating costs. • City Council briefings and public presentations were also an integral component of the project. Client I Contact City of Los Angeles lvania Sobalvarro Office of the Chief Legislative Analyst 213.473.5745 City of Carlsbad Public Works Department 8 Project Core Business Process Analysis City of Carlsbad Project Description RSG was retained to evaluate the core business processes in the newly formed Transportation Department at the City of Carlsbad. Tasks included: • Identifying the department core services and the best possible delivery methods to deliver these services • Characterizing these services by functional cost, staffing levels, service level measurements and customer service expectations • Compare in-house delivery of these services to alternative delivery scenarios • Examine potential consolidations, outsourcing, and shared services with neighboring jurisdictions. Client I Contact City of Carlsbad Public Works Department 9 STAFFING Hitta Mosesman will be the Principal-in-Charge, with Curtis Cannon, Senior Associate, will act as Project Manager for this engagement. Ms. Mosesman would direct, review and oversee all aspects of this engagement, while Mr. Cannon will be responsible for managing the day-to-day activities, project components and preparation of the report with RSG's findings . Other members of the consulting team include Dim a Gal kin and Dominique Clark, Senior Analysts who will be tasked with analyzing data sources, evaluating financial and economic models, drafting portions of the report of findings, and providing supporting functions. Jeff Khau, Analyst, Michael Dietz and Nicole Miller, Research Assistants, will be responsible for research, data gathering and identifying data sources. Other professional staff may be assigned as needed. Resumes of key RSG staff follow. 10 HITTA MOSESMAN, Principal/Secretary FOCUS AREAS Municipal Finance, Fiscal Health, Economic Development, Real Estate WHAT I LOVE ABOUT WORK I have the chance to discover and build upon the unique qualities and character present in every community. I help communities improve and thrive in the face of challenges to revenues and increased levels of services. ABOUT ME Hitta produces solutions to community problems with her expertise in public financing opportunities and economic development. She forms dynamic collaborations with her clients large and small, ranging from cities to public entities and agencies. Her work includes property tax projections, real estate valuation analysis, cash flow analyses, successor agency consulting, methodology reviews, audits of assessed value projections, and fiscal impact analyses. Hitta originally joined RSG in 1989 as an intern while completing her BS ih Economics with a minor in Business Management from the University of California, Irvine. After working for two boutique municipal consulting firms, Hitta re-joined RSG in 1996. RECENT ENGAGEMENTS • Calculated multiple cash flow analysis scenarios to determine the maximum amount of loan repayment (and most beneficial repayment structure) to a city to fund a large-scale and regionally-significant recreation area in Orange County. • Prepared complex property disposition plan for a former redevelopment agency that owns over 100 properties, including a valuation analysis of each property. • Formulated multi-year property tax projections for a large special district for budgeting purposes. These projections incorporate new development projects, appeals, and annexations, as well as an economic analysis to forecast future growth rates in assessed valuation. OUT &ABOUT • League of California Cities City Manager's Group, Economic Development Focus Group Member • Speaker, San Gabriel Valley City Manager's Association (League of California Cities) on Economic Development • California Association for Local Economic Development • Certified personal trainer 11 Curtis P. Cannon, Senior Associate FOCUS AREAS Real Estate Development, Economic Development and Housing. WHAT I LOVE ABOUT WORK I love the opportunity to help cities, counties , and local jurisdictions, in creating new and revitalized development projects and programs for fiscal strength, economic development, and affordable housing programs and projects, to reach their greatest potential and return on the public investments. ABOUT ME With over 24 years of public sector experience, Curtis manages economic development, real estate development, and affordable housing initiatives. Curtis is an expert in public/private sector community development projects and programs. He provides technical reviews and negotiations assistance for property acquisition/disposition and development agreements, as well as affordable housing projects. He performs project site development review and analysis, and market viability from a broad range of perspectives. He has extensive experience with helping California municipal jurisdictions in developing strategic plans and identifying highest and best use for public and private properties in the areas of community development, economic development, and housing. Curtis recently joined RSG in 2015. He received a Master's Degree in Public Administration from California State University Northridge, and a Bachelor's Degree in Public Administration from the University of La Verne, with a minor in Business Administration. He also completed an Associates Degree in Business Management, from Citrus College. RECENT ENGAGEMENTS • Project manager for negotiations of property acquisition and real estate development agreements, and programs and projects implementation to fulfill the objectives of public agencies. • Conducted property analysis and prepared structured negotiation deal points for business relocation and lease terms and conditions. • Managed the real estate development process, land transaction, and agreements, of more than 2000 for sale and rental affordable housing units for the City of Oxnard. • Project manager and lead negotiator for 700 acre mixed-use development project and adoption of a specific plan. Project entailed a development agreement, and owner participation agreement. Project includes 3000 housing units, 15% affordable housing, 2 million square feet of commercial/retail, 3 new schools, an Oxnard CityNentura County joint fire station, new fully developed infrastructure, and parks and trails system. OUT &ABOUT • California Association for Local Economic Development 12 DIMA GALKIN, Senior Analyst FOCUS AREAS Economic Development, Fiscal Analysis, Real Estate WHAT I LOVE ABOUT WORK When a client faces challenges, I am eager to find new paths for success. I look for innovative solutions to help cities improve their budgetary and financial paradigms. I'll take on any task to help cities efficiently provide better services to their residents. ABOUT ME Dima contributes a strong interdisciplinary knowledge base to RSG's project teams. He analyzes demographic, socioeconomic and business data along with trends to form recommendations for business attraction, real estate development investment and economic growth for cities. He composes Long Range Property Management Plans. He creates maps, graphs and other visual elements for different types of projects to communicate research findings to a variety of clients. He also assisted in the research and implementation of a model focused on General Fund revenue for economic development analysis. Dim a joined RSG in 2013. He received a BA in Urban Studies and Political Science from Washington University in Saint Louis, and an MPL in Urban Planning from the University of Southern California. RECENT ENGAGEMENTS • Calculated property taxes, pass-through payments, and excess revenues for multiple clients, including reviews of past receipts and projections of future receipts. • Collaborated with other staff members to estimate development feasibility and impacts of different types of projects in cities throughout California. • Analyzed demographic, socioeconomic, and business data and trends to form recommendations for business attraction, real estate development investment, and economic growth for several cities. • Synthesized information from clients, proprietary and other research, and site visits to help write, and assist with implementation of, five Long-Range Property Management Plans, with more than 300 properties total. OUT&ABOUT • American Planning Association • California Association for Local Economic Development • Urban Land Institute 13 DOMINIQUE CLARK, Senior Analyst FOCUS AREAS Fiscal Analysis, Housing Monitoring, Research WHAT I LOVE ABOUT WORK My work with numbers, data, calculations, and spreadsheets helps not just one person, but large populations. My skills are valuable and valued. It is strong motivation to work harder and do better. ABOUT ME Dominique shares her knowledge and proficiency in municipal finance, economic development policy analysis, and quantitative research to advance client and community objectives. Her work includes Fiscal Consultant Reports, economic development analysis, Long Range Property Management Plans, and housing compliance monitoring. Dominique joined RSG in 2013. She received a BA in Sociology from Wheaton College and a Master of Public Policy (MPP) from the University of Southern California. RECENT ENGAGEMENTS • Prepared financial pro fonma feasibility model to determine an affordable housing in-lieu impact fee for a private development in the City of Aliso Viejo. • Analyzed property sales, land use, tax roll data, and assessment appeals data in preparation of numerous Fiscal Consultant Reports. • Researched and analyzed parcel data related to sites for potential development in the City of San Gabriel. • Utilized RSG's pass-through payment model for nine former redevelopment agencies to calculate pass-through payments to taxing agencies for the San Bernardino County Auditor-Controller. • Engaged to conduct housing compliance monitoring for several clients, including applicant eligibility review, document preparation, and quarterly property inspections. OUT &ABOUT • Urban Land Institute • California Association for Local Economic Development 14 JEFF KHAU, Analyst FOCUS AREAS Housing market analysis, Transportation policy and planning, Data-driven outreach WHAT I LOVE ABOUT WORK The process of looking at big data and teasing out hidden correlations is the most rewarding part of my work. Beneath all those numbers is a story, and it's my job to tell that story. ABOUT ME Jeff is committed to creating a positive impact in communities. Using a data-driven and evidenced- based approach to solving problems, he provides stakeholders and policy-makers the tools they need to make an informed decision about important matters. He believes in ushering solutions that are executable and cost-efficient. Jeff joined RSG in 2015. He earned his Bachelor's Degree in Business Administration form Chapman University. He also holds a Master's in Urban Planning and a Master's in Public Policy from the University of Southern California. RECENT ENGAGEMENTS • Analyzed property taxes among various cities to assess the impact of redevelopment agencies on municipal structural deficit. • Provided relocation assistance to displaced business owners by curating listings of potential new sites. OUT &ABOUT • Licensed California Broker (BRE #01891467) • Chinese American Citizens Alliance • Lions Club International -Orange County Vietnamese American Chapter 15 MICHAEL DIETZ, Research Assistant FOCUS AREAS Community Development, Land Use Planning, Urbanization WHAT I LOVE ABOUT WORK I am highly committed to the betterment of communities through the adoption of creative and progressive solutions. I enjoy thoroughly analyzing research to ensure I discover and understand the core character of the community, and then using that knowledge to help people improve their quality of life. ABOUT ME Michael brings an analytical and adaptable background to RSG's project teams. He researches a wide variety of data and translates it into a reliable source of information. He also helps to create graphs, charts, and other visual mediums to present his findings. Furthermore, he assists in the drafting of advanced plans, spreadsheets, and reports for clients. His unique blend of knowledge allows him to understand communities and solve problems. He is a flexible and integral piece of the team. Michael joined RSG in 2014. He received a Master's Degree in Urban and Regional Planning from University of California, Irvine and graduated with magna cum laude honors with a BA in Psychology from California State University, Long Beach. RECENT ENGAGEMENTS • Conducted various data analyses to evaluate a community's economic health and future stability. • Researched and analyzed the fiscal feasibility of multiple potential new cities in California. • Drafted a presentation examining the revenue streams of various municipalities and comparing them on a per capita basis. OUT &ABOUT • American Planning Association 16 NICOLE MILLER, Research Assistant FOCUS AREAS Community Development, Compliance Monitoring, Affordable Housing WHAT I LOVE ABOUT WORK I enjoy contributing to the affordable housing services RSG provides, in addition to community development and financial services. Through these areas, I feel that I positively affect communities. ABOUT ME Nicole brings a public service background to the RSG team. She researches a wide variety of data and translates it into reliable sources of information. She also provides assistance with housing compliance data analysis and reporting. Her distinctive knowledge and skill blend allows her to understand and help solve community problems .. Ms. Miller joined RSG in 2015. She received both her Masters of Public Administration and Bachelors of Arts, History, at California State University, Fullerton. RECENT ENGAGEMENTS • Reviewed tenant occupancy file documentation to ensure cities and properties meet low income housing requirements. • Assisted in preparing Financial Consulting Reports. • Researched various municipal codes and fee structures for developers dependent upon the intended project. • Examined ROPS and RPTIF submissions for several cities to establish the possible housing dollars entering certain jurisdictions in the near future. • Aided with market research centered on bringing business to cities. OUT &ABOUT • Pi Alpha Alpha-National Public Administration Honors Society 17 Based upon conversations with City staff, the City will be rece1v1ng a fiscal/economic/tourism/community benefit analysis prepared by a potential developer during the week of May 15, 2015. The proposed Scope of Work is a peer review of this analysis. The tasks associated with this assignment will be clarified by City staff following receipt of the analysis prepared by the developer. RSG will submit an addendum to this Statement of Qualifications and Proposal after coordinating with City staff on the specific tasks. 18 RSG proposes to complete this assignment for a not-to-exceed fee of $30,000. It is important to note that upon review of the analyses prepared by the proposed developer, RSG will determine if this proposed budget will be sufficient to provide an in-depth peer review that matches the breadth of the developer's analysis. Staffing services provided by RSG will include, up to the following staff positions with the associated billing rates: Principal Senior Associate Senior Analyst (s) Analyst Research Assistant (s) 1 1 2 1 2 CURRENT 2015 HOURLY BILLING RATES & FEE SCHEDULE Principal I Director $ 235 Senior Associate $ 180 Associate $ 160 Senior Analyst $ 135 Analyst $ 125 Research Assistant $ 110 Technician $ 80 Clerical $ 60 Reimbursable Expenses Cost plus 1 0% RSG does not charge clients for travel or mileage (except direct costs related to field work/surveys), parking, telephone expenses, general postage or incidental copies. However, we do charge for messenger services and overnight shipping/express mail costs. Any third party data required will also be charged to the client. Typical examples include copies of the equalized assessment roll and CoStar Market data. We also charge for copies of reports, documents, notices, and support material in excess of five (5) copies. These costs are charged back at the actual expense plus a 10% surcharge. RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance. Invoices identify tasks completed to date, hours expended and the hourly rate. 19 Donna Heraty From: Donna Heraty Sent: Friday, May 22, 2015 3:40 PM 'hmosesman@webrsg.com' REQUIRED CONFUCT OF INTEREST Resolution No. 2015-050.pdf To: Subject: Attachments: To Whom It May Concern: You are receiving this email because your company has a consultant agreement with the City of Carlsbad. The City of Carlsbad's Conflict of Interest Code requires all consultants to file a statement disclosing certain economic interests, that may foreseeably be affected materially by any decisions made, or participated in, by a designated official because of their position. To comply with this requirement a Statement of Economic Interest Form 700 "Assuming Office" is required to be filed with the City of Carlsbad City Clerk's Office. To file your Assuming Office statement, please follow the instructions below: • As reflected in the City Conflict of Interest Code-Resolution No. 2015-050, the employee(s) of your company that work directly with city staff are required to complete the Statement of Economic Interest Form (Form 700). Consultants are required to claim- Category (A) Investment and Real Property Disclosure Category (B) Personal Income Disclosure Category (C) Business Entity Income Disclosure Category (D) Business Position Disclosure • Your "Assuming Office" date for this filing is May 19, 2015. • Even if there are no reportable interests, the cover page is still required to be completed with box "None" in Section 4 checked. • THE COMPLETED FORM 700 IS DUE IN THE CITY CLERK'S OFFICE BY 5:00PM, JUNE 19, 2015. Mailing Address: City Clerk's Office, 1200 Carlsbad Village Drive, carlsbad, CA 92008. • Form 700 • Form 700 Reference Pamphlet Other documents you may use as reference: • FAQ: Form 700 Disclosure • Local Gift Fact Sheet In addition, when your contract with the City of Carlsbad is completed, the consultant/vendor that filed the Assuming Office statement is/are required to file a "Leaving Office" statement, utilizing the same Form 700 and entering the date the contract ended in the "Leaving Office" date line, and submitting to the City Clerk's Office no later than 30 days following completion of the agreement. **Failure to file the Assuming and/or Leaving Office statement(s) could result in penalties assessed at $10.00 per day, not to exceed $100.00, in addition to any other penalties per California Government Section Code 91013. 1 If you have any questions or need additional information, please feel free to contact me or the Fair Political Practices Commission (FPPC) at 1-866-ASK-FPPC (1-866-275-3772). Sincerely, Donna Heraty. ~. 'i {'. ~ CITY Of CARLSBAD Donna Heraty, CMC Deputy City Clerk City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 www.carlsbadca .gov P: 760-434-2808 F: 760-720-6917 donna.heraty@carlsbadca.gov Please consider the environment before printing this e-mail 2