CONTRACT 6985 Professional Services AgreementAgreement No. 6985
Agreement No.
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
KEYSER MARSTON ASSOCIATES, INC.
(ON -CALL ECONOMIC ADVISORY SERVICES)
This AGREEMENT is entered into this 1st day of July, 2024, by and between the
CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and
KEYSER MARSTON ASSOCIATES, INC., a California Corporation, ("CONSULTANT").
1. CONSIDERATION,
A. As partial consideration, CONSULTANT agrees to perform the work listed
in the SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not
to exceed $50,000.00 per fiscal year for CONSULTANT's services over the
term of this Agreement. CITY may modify this amount as set forth below.
Unless otherwise specified by written amendment to this Agreement, CITY
will pay this sum as specified in the attached Exhibit "A" (Proposal to provide
real estate, economic and financial consulting services, dated January 18,
2024), which is incorporated by reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "A"
(Proposal to provide real estate, economic and financial consulting
services, dated January 18, 2024), which is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies and
materials, equipment, printing, vehicles, transportation, office space and
facilities, and all tests, testing and analyses, calculation, and all other means
whatsoever, except as herein otherwise expressly specified to be furnished
by CITY, necessary or proper to perform and complete the work and provide
the professional services required of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at
the time of performance utilized by persons engaged in providing similar services. CITY
will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of
any deficiencies and CONSULTANT will have fifteen (15) days after such notification to
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cure any shortcomings to CITY's satisfaction. Costs associated with curing the
deficiencies will be borne by CONSULTANT.
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit
"A") the tasks performed, the percentage of the task completed during the billing period,
the cumulative percentage completed for each task, the total cost of that work during the
preceding billing month and a cumulative cash flow curve showing projected and actual
expenditures versus time to date.
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not appropriated
sufficient funds for payment of CONSULTANT services beyond the current fiscal year,
this Agreement will cover only those costs incurred up to the conclusion of the current
fiscal year.
6. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
i. Carefully investigated and considered the scope of services to be
performed;
Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully
acquainted with the conditions there existing, before commencing the
services hereunder. Should CONSULTANT discover any latent or unknown
conditions that may materially affect the performance of the services,
CONSULTANT will immediately inform CITY of such fact and will not
proceed except at CONSULTANT's own risk until written instructions are
received from CITY.
7. TERM. The term of this Agreement will be from July 1, 2024, to June 30, 2026. Unless
otherwise determined by written amendment between the parties, this Agreement will
terminate in the following instances:
A. Completion of the work specified in Exhibit "A" (Proposal to provide real
estate, economic and financial consulting services, dated January 18,
2024);
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B. Termination as stated in Section 15.
8. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required under
Section 22 of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving
written authorization to proceed, any such professional services are at
CONSULTANT's own risk.
9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the
contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-
eight hours (48 hours), in writing, of the cause and the extent of the delay and how such
delay interferes with the Agreement's schedule. The Manager will extend the completion
time, when appropriate, for the completion of the contracted services.
10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibit A, Proposal to provide real estate, economic and financial consulting
services, dated January 18, 2024.
11. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum
and the contract time will be adjusted accordingly. All such changes must be authorized
in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting
from changes in the services will be determined in accordance with written agreement
between the parties.
12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
certificates that may be required in connection with the performance of services under
this Agreement.
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14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any
rights CITY may have under this Agreement or of any cause of action arising from
CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant,
or condition contained in this Agreement will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or condition contained in
this Agreement, whether of the same or different character.
15. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's
mutual consent. Notice will be in writing at least thirty (30) days before the
effective termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the
termination notice. Except as otherwise provided in the termination notice,
any additional work performed by CONSULTANT after receiving a
termination notice will be performed at CONSULTANT" own cost; CITY will
not be obligated to compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data,
studies, surveys, drawings, maps, reports and other materials prepared by
CONSULTANT will, at CITY's option, become CITY's property, and
CONSULTANT will receive just and equitable compensation for any work
satisfactorily completed up to the effective date of notice of termination, not
to exceed the total costs under Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps,
models, photographs and reports with the exception of Consultant's proprietary computer
models, prepared by CONSULTANT under this Agreement are CITY's property.
CONSULTANT may retain copies of said documents and materials as desired, but will
deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of
CONSULTANT's completed work product, for purposes other than identified in this
Agreement, or use of incomplete work product, is at CITY's own risk.
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17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art
work, prepared pursuant to this Agreement, will be released by CONSULTANT to any
other person or public CITY without CITY's prior written approval. All press releases,
including graphic display information to be published in newspapers or magazines, will
be approved and distributed solely by CITY, unless otherwise provided by written
agreement between the parties.
18.INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will
save harmless and indemnify and at CITY's request reimburse
defense costs for CITY and all its officers, volunteers, employees and
representatives from and against any and all suits, actions, or claims,
of any character whatever, brought for, or on account of, any injuries
or damages sustained by any person or property resulting or arising
from any negligent or wrongful act, error or omission by
CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives, in the performance of this
Agreement.
ii. Indemnification for other Damages. CONSULTANT indemnifies
and holds CITY harmless from and against any claim, action,
damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its performance.
Should CITY be named in any suit, or should any claim be brought
against it by suit or otherwise, whether the same be groundless or
not, arising out of this Agreement, or its performance, CONSULTANT
will defend CITY (at CITY's request and with counsel satisfactory to
CITY) and will indemnify CITY for any judgment rendered against it
or any sums paid out in settlement or otherwise.
iii. Exclusion for CEQA Actions. Notwithstanding the foregoing,
CONSULTANT need not indemnify, defend, or hold CITY harmless
in CEQA actions initiated pursuant to Public Resources Code §§
21167 and 21168 where CONSULTANT's work may form the basis
of a lawsuit. However, should CONSULTANT's work, as
contemplated by this Agreement, contain errors or omissions that
results in an adverse ruling against CITY, CONSULTANT agrees to
indemnify and hold CITY harmless to the extent provided for in
Section 18(A)(i).
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
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C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 222, and any approval
of said insurance by CITY, are not intended to and will not in any manner
limit or qualify the liabilities and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification.
19.ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without
CITY's written approval are prohibited and will be null and void.
20.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and
the manner in which is it performed. CONSULTANT will be free to contract for similar
service to be performed for other employers while under contract with CITY.
CONSULTANT is not an agent or employee of CITY and is not entitled to participate in
any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct
CONSULTANT as to the details of doing the work or to exercise a measure of control
over the work means that CONSULTANT will follow the direction of the CITY as to end
results of the work only.
21.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free
access at all reasonable times to such records, and the right to examine and audit the
same and to make transcript therefrom, and to inspect all program data, documents,
proceedings and activities. CONSULTANT will retain such financial and program service
records for at least three (3) years after termination or final payment under this
Agreement.
22.INSURANCE.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, CONSULTANT will procure and maintain
the following types of insurance with coverage limits complying, at a
minimum, with the limits set forth below:
Type of Insurance Limits
Commercial general liability: $2,000,000
Professional Liability $1,000,000
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Business automobile liability $1,000,000
Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements
of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set
forth above will be a combined single limit per occurrence for bodily injury,
personal injury, and property damage for the policy coverage. Liability
policies will be endorsed to name CITY, its officials, and employees as
"additional insureds" under said insurance coverage and to state that such
insurance will be deemed "primary" such that any other insurance that may
be carried by CITY will be excess thereto. Such endorsement must be
reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such
insurance will be on an "occurrence," not a "claims made," basis and will not
be cancelable or subject to reduction except upon thirty (30) days prior
written notice to CITY.
C. Professional liability coverage will be on an "occurrence basis" if such
coverage is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," CONSULTANT will continue
to renew the insurance for a period of three (3) years after this Agreement
expires or is terminated. Such insurance will have the same coverage and
limits as the policy that was in effect during the term of this Agreement, and
will cover CONSULTANT for all claims made by CITY arising out of any
errors or omissions of CONSULTANT, or its officers, employees or agents
during the time this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form
CA 00 01 06 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this
Agreement and such other evidence of insurance or copies of policies as
may be reasonably required by CITY from time to time. Insurance must be
placed with insurers with a current A.M. Best Company Rating equivalent
to at least a Rating of "A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the
insurance required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from
payments due to CONSULTANT under this Agreement or terminate
pursuant to Section 15.
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23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
24.INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative
description of progress during the past month for each major task, a description of the
work remaining and a description of the work to be done before the next schedule update.
25. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
_..._ ............... --- _ ............ ...... .........
If to CONSULTANT: If to CITY
. ....... ...........
Ke ser Marston Associates
City of El Segundo
.
777 South Fi ueroa Street, Suite 2555 350 Main Street .........
Los Angeles, CA 90017 _ El Se undo, CA 90245..._. ......__
Attention: Tim Bretz Attention: Eduardo Schonborn
tbretz keysermarston.com eschon born @elsegundo.or
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and properly addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. Changes may be made in the names or
addresses of persons to whom notices are to be given by giving notice in the manner
prescribed in this paragraph.
26. PROHIBITED USE OF ARTIFICIAL INTELLIGENCE.
A. Restriction on Artificial Intelligence Usage. CONSULTANT must not utilize,
employ, or incorporate any form artificial intelligence, machine learning, or
other similar technologies (collectively, "Al") in the provision of professional
services in this Agreement without CITY's express written consent.
B. Exclusions. The Al prohibition set forth directly above will not apply to
general business tools and software that may have Al components but are
not directly involved in the execution or delivery of professional services that
this Agreement covers, provided that such tools and software do not
significantly impact the quality or nature of such services.
C. Notification. CONSULTANT must promptly notify CITY, in writing, of any
proposal to employ Al in connection its provision of services to the CITY
under this Agreement. CITY will have the sole discretion to grant or deny
such proposal.
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27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed
nor retained any company or person, other than CONSULTANT's bona fide employee,
to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not
paid nor has it agreed to pay any company or person, other than CONSULTANT's bona
fide employee, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement.
Should CONSULTANT breach or violate this warranty, CITY may rescind this
Agreement without liability.
29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of
any other party. There will be no incidental or other beneficiaries of any of
CONSULTANT's or CITY's obligations under this Agreement.
30.INTERPRETATION. This Agreement was drafted in, and will be construed in
accordance with the laws of the State of California, and exclusive venue for any action
involving this agreement will be in Los Angeles County.
31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
32. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. This Agreement will bind and inure to
the benefit of the parties to this Agreement and any subsequent successors and assigns.
33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review
this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as
a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or
against either Party.
34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to
the extent necessary in the opinion of the court to render such portion enforceable and,
as so modified, such portion and the balance of this Agreement will continue in full force
and effect.
35.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment. CITY's executive manager, or designee, may execute any
such amendment on behalf of CITY.
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36. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. This Agreement may be
executed by the Parties on any number of separate counterparts, and all such
counterparts so executed constitute one Agreement binding on all the Parties
notwithstanding that all the Parties are not signatories to the same counterpart. In
accordance with Government Code § 16.5, the Parties agree that this Agreement,
Agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will be considered signed when the signature of a party
is delivered by electronic transmission. Such electronic signature will be treated in all
respects as having the same effect as an original signature. CONSULTANT warrants that
its signatory (or signatories, as applicable) to this Agreement has the legal authority to
enter this Agreement and bind CONSULTANT accordingly.
37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
38.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness
and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT
represents that its financial resources, surety and insurance experience, service
experience, completion ability, personnel, current workload, experience in dealing with
private consultants, and experience in dealing with public agencies all suggest that
CONSULTANT is capable of performing the proposed contract and has a demonstrated
capacity to deal fairly and effectively with and to satisfy a public CITY.
[Signatures on next page]
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IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO,
a icipal corp ation.
Darrell George
City Manager
ATTES
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HISEY, City Attorney
KEYSER MARSTON ASSOCIATES,
INC.
Tim R. Bretz
Senior Principal
Taxpayer ID No. 94-2363741
Joaquin �*azquez, Assistant City Attorney
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EXHIBIT "A"
PROPOSAL TO PROVIDE REAL ESTATE,
ECONOMIC AND FINANCIAL CONSULTING
SERVICES
DATED JANUARY 18, 2024
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RA
C
KEYSER MARSTON ASSOCIATES
January 18, 2024
Agreement No. 6985
ADVISORS INe
Real Estate
Affordable Housing
:conomic Development
Eduardo Schonborn, AICP
Planning Manager
BERKELEY
Debbie M. Kern
City of El Segundo
David Doezema
350 Main Street
Los ANGELES
Kathleen H. Head
El Segundo, California 90245
Kevin E. Engstrom
Julie L. Ramey
Tim R. Bretz
Dear Mr. Schonborn.
SAN DIEGO
Paul C. Marra
Keyser Marston Associates, Inc. (KMA) is pleased to submit this proposal to provide real
Linnie A. Gavino
estate, economic and financial consulting services to the City of El Segundo (City). We
EMERITUS
A. Jerry Keyser
understand the City is seeking qualified consultants to provide on -call financial advisory
Timothy C. Kelly
and development review services to the City. The following proposal provides a
description of KMA, our qualifications and experience providing services similar to those
being requested by the City, and our hourly billing rates.
HIM OVEIZVIEW
KMA is a full service real estate, financial and economic consulting firm that specializes in
assisting local jurisdictions with real estate and economic decision making. A privately
held California corporation, KMA was incorporated in 1973, and now has one of the
largest real estate and public sector financial advisory practices on the West Coast. The
firm has served over 650 clients on more than 2,500 projects, including some of the
highest profile public/private partnerships in California.
The majority of KMA assignments involve long-standing client relationships with former
redevelopment agencies, housing successor agencies, housing authorities, and city and
county governments. In particular, KMA often acts as a financial advisor to provide "on
call" professional consulting services to a variety of clients which may include, but not be
limited to, transactions between private/public land sales, negotiating development
777 SOUTH FIGUEROA STREET, SUITE 2555 a, LOS ANGELES, CALIFORNIA 90017 �, PHONE 213.622.8095
W W W. KEYSERMARSTON.COM
2401004.KMA.TRB
99900.000.002
Eduardo Schonborn, Planning Manager
City of El Segundo
Agreement No. 6985
January 18, 2024
Page 2
agreements, fiscal and economic analyses of potential development projects, asset
management, creative site reuse strategies and more. KMA has offices in Los Angeles, San
Diego, Berkeley, and San Rafael. The downtown Los Angeles office would provide services to
the City. The contact person for this proposal is:
Tim Bretz, Senior Principal
777 South Figueroa Street, Suite 2555
Los Angeles, California 90017
Telephone: 213.622.8095
Email: tbretz@?keysermarston.com
HIM CHARACTEICS I,IIK
For over 50 years, KMA has held the same commitment to clients: to provide creative pragmatic
solutions to complex urban development. Our practice areas include:
Real Estate Advisory Services Economic Development
Affordable Housing Services Fiscal and Economic Impact Analyses
Land Use Economics Enhanced Infrastructure Financing Districts
We approach all of our assignments from a reality -based perspective. Our objective is to
provide decision -makers with sound advice supported by strong technical analysis of all
economic factors that impact success, including:
Market Conditions
a Financial Investment Requirements
a Community Needs and Benefits
a Development Issues
KMA's unique strength is the depth, continuity, and availability of our principals — who average
more than twenty years of practical experience in working with business and government.
KMA's principals are frequent speakers to industry groups including the California League of
Cities, the American Planning Association, NAHRO, the Urban Land Institute, and other similar
organizations. They have been guest lecturers at several universities and instructors at learning
institutes held by organizations such as CALED, the California League of Cities, the San Diego
2401004.KMA.TRB
99900.000.002
Eduardo Schonborn, Planning Manager
City of El Segundo
Agreement No. 6985
January 18, 2024
Page 3
Housing Federation and jurisdictions such as the Cities of Irvine, Long Beach, Los Angeles and
Santa Ana; and San Bernardino County.
KMA principals have served on policy -advisory committees for the State Legislature and
Governor on issues such as affordable housing, economic development and military base reuse.
KMA's principals also served as special advisors to the California Redevelopment Association
(CRA) Board of Directors and its Affordable Housing Committee.
Some unique characteristics possessed by KMA include:
Experience
KMA has over 50 years of experience assisting clients throughout the West in real estate
market and evaluation services; negotiation services; structuring public/private transactions;
affordable housing services; and project implementation services.
Cost E"Iffectiveness
KMA is cost effective for our clients given our ability to provide comprehensive services relating
to market and financial feasibility, economic analysis, direct implementation experience and
public finance without the need for additional consultants.
Approach
ch
The philosophy and structure of our firm is to provide our clients with maximum direct contact
with principals. The commitment of principals who are recognized leaders in real estate
advisory services throughout California provides our clients with quality, tailored and direct
services.
KMA PRACTICE AKE,�AS & EXPERIENCE
The following provides a description of KMA's relevant experience related to the services
requested by the City:
Real Estate Advisory Services
For the past 50 years, KMA has been proud to assist numerous cities and counties, transit
agencies, port authorities, colleges and universities, and housing authorities with strategizing,
2401004.KMA.TRB
99900.000.002
Eduardo Schonborn, Planning Manager
City of El Segundo
Agreement No. 6985
January 18, 2024
Page 4
financing, and negotiating complex real estate developments. We offer our clients deep
knowledge of best practices as well as current innovative trends. Public Private Partnerships
(P3) have long been a core service of the firm which has resulted in many pioneering, creative
structures that achieved the goals and objectives of both the public sector as well as the private
sector partner. KMA strives to create successful P3s that will enhance communities and provide
public benefits, take advantage of public financing opportunities, provide a fair return for
public -owned properties, capitalize on the value that the private sector can offer to the
transaction, and are financially feasible.
Services provided by KMA include:
0 P3 Deal Structuring
Financial Feasibility Analysis
Market Analysis
o Ground Leases
• Disposition Strategies
Affordable Housing Service
0 Developer Selection
• Business Terms Negotiations
a Development Agreements
o Surplus Land Act Compliance and
Disposition
A major component of KMA's practice is supporting clients in the planning and development of
affordable housing in today's challenging environment. KMA offers an unparalleled track record
on affordable housing policy and financing approaches. Along with in-depth California
experience, including familiarity with housing legislation and funding sources, we demonstrate
efficiency and responsiveness to our clients. KMA is also instrumental in helping clients develop
effective affordable housing policies, with inclusionary housing programs being a core practice
area.
KMA tailors affordable housing programs to fit local market conditions, policy objectives and
fiscal realities, avoiding the "one size fits all" approach. KMA pioneered the methodology
commonly used for jobs -housing linkage and residential nexus analyses. We have also assisted
dozens of cities and counties with inclusionary housing programs, including program design,
2401004.KMA.TRB
99900.000.002
Eduardo Schonborn, Planning Manager
City of El Segundo
Agreement No. 6985
January 18, 2024
Page 5
analyses that assess the impact of the affordable housing requirements, the quantification of
the supportable in -lieu fees, and creation of implementation procedures.
Our services include the following:
o Inclusionary Housing Program Design &
Implementation
Affordable Housing Impact Fees
• Commercial Linkage Fees
Cf "„�'�411..d p"F 4Y%u'. �....U()d Y'""1V"�(r [P/VWi"/\ I�. rJ
Layering of California Density Bonus
Requirements
0 Affordable Housing Strategies
KMA advises clients in structuring a wide variety of affordable housing projects, with
transactions ranging from the complex leveraging and layering of multiple funding sources for
multi -phased mixed -use projects, to the simple acquisition and rehabilitation of small infill
developments. KMA has extensive experience working with funding sources such as Federal
and State Low Income Housing Tax Credits, Federal HOME and CDBG funds, Multi -Family
Housing Program funds, Mental Health Services Act funds, and Affordable Housing Program
funds offered by the Federal Home Loan Bank. In particular, KMA brings extensive knowledge of
requirements of former redevelopment properties and the Low and Moderate Income Housing
Asset Fund (LMIHAF).
Our services include the following:
o Financial Gap Analysis
• Business Terms Negotiations
0 Developer Selection and Negotiation
• Layering and Leveraging tests
L and Use I "coIinomIII s
a Transaction closings
Affordability and Residual Receipts
Monitoring
KMA offers a range of land use economics advisory services, with a special emphasis on
assisting public agencies to formulate and implement land use strategies and real estate
2401004.KMA.TRB
99900.000.002
Eduardo Schonborn, Planning Manager
City of El Segundo
Agreement No. 6985
January 18, 2024
Page 6
projects that enhance quality of life. KMA frequently collaborates with other experts on
consulting teams to help inform preparation of Specific and General Plans. As real estate
economic advisors, we bring added value by assessing the market factors affecting
development conditions, evaluating market and financial feasibility, and calculating the fiscal
impacts of implementing land use policies.
For well over a decade, KMA has been actively advising clients on the establishment of
successful public benefit zoning programs. These programs provide developers with increases
in density, height, floor area ratio, etc. in return for providing community benefits that mitigate
the impacts created by the intensified zoning. KMA also assists clients in creating programs that
allow for changes in use in return for offsetting community benefits. We understand that the
key to creating a successful public benefit zoning plan is to provide sufficient balance among
planning policies, the community's desires, the value to the landowner, and the impact on the
development economics created by the community benefit requirements and the enhanced
zoning benefits.
KMA regularly evaluates applications submitted by developers to use established public benefit
zoning programs. The KMA financial evaluations compare the value enhancement created by
the increased development potential to the costs associated with providing the desired array of
community benefits. KMA also provides these services in communities that do not have an
established public benefits zoning program, but that wish to provide these benefits in the form
of a Development Agreement that imposes public benefits requirements to mitigate the
project's impact.
KMA assists clients in structuring Development Agreements for multi -phased projects and
projects with protracted development schedules. In these cases, KMA evaluates the fiscal
benefits anticipated to be generated by the proposed project, and assists the client in
structuring revenue capture payments that are triggered if the project is not developed within
the agreed upon time period.
2401004.KMA.TRB
99900.000.002
Eduardo Schonborn, Planning Manager
City of El Segundo
Our services include the following:
Feasibility and Market Analysis for
Specific Plans
0 Density Bonus Analysis
0 Impact Fees / Nexus Studies
Econornic Developryient
Agreement No. 6985
January 18, 2024
Page 7
Community Benefit / Value Capture
Analysis
01 Incentive Zoning Analysis
o Transit -Oriented Development
Successful economic development policies strive to improve the economic well-being of a
community through projects that create and retain jobs, tax base enhancements, and help build
healthy and equitable communities. Economic development policy should be grounded in a
sound understanding of local market fundamentals.
KMA offers the expertise to guide effective economic development, with seasoned experience
in undertaking the necessary analyses to formulate market -based and pragmatic strategies to
implement economic policy objectives that align with our clients' vision.
Our services include the following:
• Revitalization Strategies
• Retail Capture Analysis
• Economic Development Strategies
Fiscal and Econornic limpacts
Evaluating fiscal and economic impacts is one of our core service areas. We have evaluated the
impacts of specific real estate projects, land use alternatives, and specific businesses on behalf
of both public and private sector clients. We have analyzed a broad range of land uses
including: hotels, mixed -use projects, technology campuses, residential development, and
sports complexes. Our analyses evaluate the impacts on multiple service providers, including
cities, counties, school districts, fire districts, and other agencies.
2401004.KMA.TRB
99900.000.002
Eduardo Schonborn, Planning Manager
City of El Segundo
Agreement No. 6985
January 18, 2024
Page 8
Many of our assignments have been undertaken as part of the entitlement process. The
findings of our analyses are often used as the basis for structuring the terms of development
agreements, public benefit contributions, maintenance obligations, and incentive packages.
Our fiscal impact analyses have been instrumental in shaping the land use plans of General Plan
and Specific Plans. We have been very effective in helping decision makers and the public
understand the full array of issues that must be considered in establishing a land use plan.
Our services include the following:
Fiscal Impact Analysis o Tax Sharing Agreements
b Economic Impact Analysis 0 Public Services Financing Plans
Eriiihar ced frrfrast°.ruur luiiry IIF iiiriior nce II uDist°riiict°
KMA has extensive experience with Infrastructure Financing Districts (IFDs) and variants of IFDs
including Enhanced Infrastructure Finance Districts (EIFDs) and Infrastructure and Revitalization
Financing Districts (IRFDS). We have prepared the financing plans for four districts that have
been adopted in San Francisco, four that have been adopted elsewhere in the State, and have
prepared the feasibility analyses for several other districts.
We provide a range of services, including both strategic thinking and the preparation of
technical analysis and reports.
Our services include the following:
a Assessing the optimal boundary for a
district or series of districts
Negotiating with taxing agencies
• Meeting with property owners, city
staff, and decision makers
e Estimating the assessed value of future
development
Preparing property tax increment
projections
Identifying potential "up -front" sources
of funds that could be reimbursed with
District revenues
0 Evaluating the fiscal impacts on participating taxing agencies
2401004.KMA.TRB
99900.000.002
Agreement No. 6985
Eduardo Schonborn, Planning Manager January 18, 2024
City of El Segundo Page 9
EXAMPI III , SCOPES I: W011KIIIC!!D F!P1C 1 ASSIGNMENTS
The following provides examples of scopes of work that KMA is able to provide the City:
• Development agreements
• Fiscal and economic analyses of potential projects
• Negotiations
• Asset management
• Creative site reuse strategies
• Project management
• Make presentations to City Management and/or City Council as requested
• Provide negotiation service on developer agreements
• Identify feasible public financing strategies
• Participate in stakeholder engagement and strategy development
2401004.KMA.TRB
99900.000.002
Eduardo Schonborn, Planning Manager
Agreement No. 6985
January 18, 2024
City of El Segundo
Page 10
The pro forma analysis is conducted to evaluate the feasibility of a proposed project. The analysis includes an
evaluation of project costs, revenues, and anticipated returns. Based on the relationship of these factors, the feasibility
of a project can be measured. If the feasibility of project is in question, KMA will work with the City to identify
implementation opportunities for the proposed project. To this end, KMA will undertake the following tasks:
• Review project site plans and elevations to gain an understanding of the proposed development program
• Identify comparable projects in the region to assess proposed quality level
• Review project costs
• Compare project costs to similar quality projects in the region
• Estimate project costs, including: direct/hard construction costs, indirect/soft construction and capitalized
financing costs
• Identify potential project tenants
• Conduct market research to identify reasonable pricing and programming assumptions
• Estimate project rents, sales prices and vacancy levels. If the project will have an affordability component, KMA will
review the proposed restricted rents/sales prices for adherence to funding source requirements for income and rent
restrictions
• Estimate project operating costs based on similar projects in the region
• Evaluate project feasibility utilizing appropriate return hurdles
• Identify appropriate method for measuring returns, including: Internal Rate of Return (IRR), Discounted Cash Flow
Analysis, Return on Costs and/or Return on Equity
• If the project includes an affordable housing component, KMA will review the proposed financing sources, such
as tax-exempt bonds, federal/state tax credits, project based vouchers, and State/County of Orange funding
sources for feasibility and competitiveness
• Summarize project feasibility. If project is not feasible, KMA will:
• Identify implementation tools that will incentivize development and maintain the economic health of the
City
• Evaluate the impact of alternative funding sources, including New Market Tax Credits, EB-5 financing,
Community Development Block Grant and other relevant opportunities
• Identify opportunities for County and developer to engage in a public/private partnership
• If requested assist in briefing senior management and/or City Council
• Meet with City Staff as requested
• Provide other related services as requested by City
2401004.KMA.TRB
99900.000.002
Eduardo Schonborn, Planning Manager
City of El Segundo
Agreement No. 6985
January 18, 2024
Page 11
KMA will evaluate and summarize the market conditions affecting development opportunities in the City. Market
research provides the foundation for the pro forma analyses. By collecting information from appropriate sources, KMA
will have the data necessary to prepare accurate pro forma analyses of proposed projects. Specifically, the market
research will ensure KMA provides the City with recommendations on feasible techniques and methods for financing
real estate projects. Market research includes, the following:
• Summarize the existing socio-economic and business/employment characteristics of the market area population
• Identify current productivity levels (e.g. retail sales)
• Prepare surplus leakage analysis identifying retail tenant opportunities
• Collect rent, vacancy and inventory data from industry sources
• Collect land and building sales data for commercial properties
• Contact brokers active in the market area to gain insights into potential tenants and real estate data
• Identify rents, sales prices and vacancy levels for existing for sale and for rent residential
• Summarize the characteristics of new residential projects including unit sizing, pricing, inventory and absorption
schedules
• Identify current average daily rates (ADR), occupancy levels, revenue per available room (RevPAR), and demand
for hotels
• Prepare demand projections for retail, office, industrial, residential and hotel uses
• Identify potential tenants and market area voids
• Identify key opportunity sites
• Evaluate physical issues affecting viability of opportunity sites
• Overall, KMA will help the City to understand existing market conditions, which will allow the City to best
identify the strengths, weaknesses and opportunities for key development sites
• If requested assist in briefing senior management and/or City Council
• Meet with City Staff as requested
• Provide other related services as requested by City
2401004.KMA.TRB
99900.000.002
Eduardo Schonborn, Planning Manager
City of El Segundo
Agreement No. 6985
January 18, 2024
Page 12
Financial Analysis & Negotiation Services involve the review, evaluation and/or preparation of various real estate
analyses and the review and evaluation of comparable sale or lease transaction structures and key business and legal
provisions. Financial Services also require an understanding of, as appropriate, seller's or buyer's goals, objectives and
return requirements. As requested, KMA will review and evaluate any or all of the above and summarize them as part
of the assisting in the negotiation and completion of the City acquisition or disposition transactions. Major tasks include
the following:
• Evaluate development costs
• Identify appropriate method for measuring returns, including: Internal Rate of Return (IRR), Discounted Cash
Flow Analysis, Return on Costs and/or Return on Equity
Review debt and equity requirements
• Preparation of cash flows
• Preparing return analyses reflecting the appropriate project measures
• As necessary, as part of an evaluation, prepare market analyses, pro forma analyses and development feasibility
analyses to confirm or reject developer offers
• Review lease and sale transaction documents to assist City in establishing provisions for rent or sale price, rent
adjustments, reappraisals evidence of financing, assignment and transfer requirements, etc.
• Assist and advise City in establishing negotiating strategy related to scope of development, lease term, financial
terms and schedule of performance and other items
• Prepare alternative cash flow scenarios to measure impact of proposed negotiating positions
• Assist and advise County in sale and lease negotiations
• Prepare staff or consultant reports on the transaction
• Assist with drafting of key financial elements of legal documents
• Review legal documents to ensure the veracity of the financial conditions
• If requested assist in briefing senior management and/or City Council
• Meet with City Staff as requested
• Provide other related services as requested by City
2401004.KMA.TRB
99900.000.002
Eduardo Schonborn, Planning Manager
City of El Segundo
Agreement No. 6985
January 18, 2024
Page 13
The economic and financial impact of a project is important to understand for the purposes of directing the City's
resources. To that end, major tasks KMA will undertake include:
• Ensure the project is economically feasible through a review of the market conditions
• Evaluate the on -site City revenues generated by a project including, but not limited to, sales tax, property tax
and other relevant revenue sources
• Estimate on -site employment generated by a project
• Estimating the potential County service costs associated with a proposed project
• Estimating the direct, indirect and induced economic impact of a project utilizing the appropriate multipliers
• Estimate direct, indirect and induced employment generated by a proposed project
• Estimate construction employment generated by a project
• Reviewing the financial capability of developers to ensure they have the financial wherewithal to undertake the
proposed development
• Reviewing tenant, brand and operator agreements to ensure the quality of the proposed development is
consistent with City expectations.
• Consider impact of existing and new entitlements on project feasibility and County's opportunities for community
benefits if new entitlements are pursued
• Identify opportunities for County and developer to engage in a public/private partnership
• If requested assist in briefing senior management and/or City Council
• Meet with City Staff as requested
• Provide other related services as requested by City
2401004.KMA.TRB
99900.000.002
Eduardo Schonborn, Planning Manager
City of El Segundo
Agreement No. 6985
January 18, 2024
Page 14
The disposition/ valuation services will rely on financial and pro forma analyses. The analysis includes an evaluation of
project costs, revenues and anticipated returns. Based on the relationship of these factors, the value of a site can be
measured. To this end, KMA will undertake the following tasks:
• Review project site plans and elevations to gain an understanding of the proposed development program
• Estimate project costs, including: direct/hard construction costs, indirect/soft construction and capitalized
financing costs
• Estimate project rents, sales prices and vacancy levels.
• Estimate project operating costs based on similar projects in the region
• Evaluate site value assuming appropriate developer returns
• Review market area land and building comps to evaluate value
• Assist City in negotiating appropriate values
• Provide expert witness testimony
• If requested assist in briefing senior management and/or City Council
• Meet with City Staff as requested
• Provide other related services as requested by City
The KMA billing rate schedule will be fixed for Fiscal Years 2023/2024 and 2024/2025 and is
presented in the following table.
Chairman, President & Managing Principals *
$305.00
Senior Principals *
$295.00
Principals *
$275.00
Managers *
$245.00
Senior Associates
$205.00
Associates
$185.00
Senior Analysts
$170.00
Analysts
$145.00
Technical Staff
$105.00
Administrative Staff
$90.00
*Rates for individuals in these categories will be increased by 50% for time spent in court
testimony.
2401004. KMA.TR B
99900.000.002
Eduardo Schonborn, Planning Manager
City of El Segundo
Agreement No. 6985
January 18, 2024
Page 15
Directly related job expenses not included in the above rates are: auto mileage, parking, air
fares, hotels and motels, meals, car rentals, taxis, telephone calls, delivery, electronic data
processing, graphics and printing. Directly related job expenses will be billed at 110% of cost.
Monthly billings for staff time and expenses incurred during the period will be payable within
thirty (30) days of the invoice date.
IU I RA 1`1If I N f° N UII I N
1. KMA is not advising or recommending any action be taken by the City with respect to any
prospective, new or existing municipal financial products or issuance of municipal securities
(including with respect to the structure, timing, terms and other similar matters concerning
such financial products or issues).
2. KMA is not acting as a municipal advisor to the City and does not assume any fiduciary duty
hereunder, including, without limitation, a fiduciary duty to the City pursuant to Section 15B
of the Exchange Act with respect to the services provided hereunder and any information
and material contained in KMA's work product.
3. The City shall discuss any such information and material contained in KMA's work product
with any and all internal and/or external advisors and experts, including its own municipal
advisors, that it deems appropriate before acting on the information and material.
KMA appreciates the opportunity to work with the City of El Segundo. If you require any
additional information, please do not hesitate to contact me.
Sincerely,
Keyser Marston Associates, Inc.
Tim Bretz
2401004.KMA.TRB
99900.000.002