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Project Name: Downtown Project
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF THOUSAND OAKS
AND
HR&A Advisors, Inc.
THIS AGREEMENT is made and entered into this 3rd day of December, 2024, by and between CITY OF THOUSAND OAKS, a municipal corporation ("City"), and HR&A Advisors, Inc. ("Consultant").
City and Consultant agree as follows:
1. RETENTION OF CONSULTANT
City hereby retains Consultant, and Consultant hereby accepts such engagement, to perform the services described in Section 2. Consultant warrants it has the qualifications, experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
The services to be performed by Consultant are as follows:
Professional services in conjunction with development of the City’s Downtown Thousand Oaks Project. Services and deliverables shall generally include municipal advisory and financial services throughout the development of the Downtown Project, and are more particularly set forth in the Scope of Work, attached as Exhibit “A,” which is incorporated herein by reference.
3. COMPENSATION AND PAYMENT
(a)Maximum and Rate. The total compensation payable to Consultant by City for the services under this Agreement SHALL NOT EXCEED the sum of $1,000,000 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:
Hourly, at the hourly rates and with reimbursement to Consultant for those expenses set forth in Consultant's Schedule of Fees, attached as Exhibit "B" and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon Consultant for the term of this Agreement. The hours assigned to each task for the phases outlined in Exhibits “A” or “B” are estimates only and the parties agree that the hours for work currently identified in the exhibits may be modified as the project progresses. The ATTACHMENT #3
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breakdown of budget for Phases 2-4 in Exhibit “B” will be verified, and revised as needed, upon completion of Phase 1.
(b)Payment. Consultant shall provide City with written verification of the actual compensation earned, in a form satisfactory to City's Project Manager. Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including, if applicable, a list of hours worked by personnel classification). All payments shall be made within 30 days after City’s approval of the invoice. (c)Extra Services. Additional work not reasonably encompassed by the Scope of Services described in Section 2 may be agreed upon only by execution of a written Amendment to this Agreement. No liability or right to compensation for extra services shall exist without such Amendment. Unless otherwise stated in the Amendment, applicable rates for extra services shall be at the rates set forth in Exhibit “B.”
4. CITY PROJECT MANAGER
The services to be performed by Consultant shall be accomplished under the general direction of, and coordinate with, City's "Project Manager", as that staff person is designated by City from time to time, and who presently is Jaime Boscarino.
5. TERM, PROGRESS AND COMPLETION
The term of this Agreement is from the date first written above to December 31, 2029, unless term of this Agreement is extended or the Agreement is terminated as provided for herein.
City Manager or his or her designee shall have the authority to extend the term of this Agreement in writing no more than two separate times, for a period of one year each.
Extensions of time shall be memorialized by execution of a written amendment.
Consultant shall not commence work on the services to be performed under the Agreement until (i) Consultant furnishes proof of insurance as required by paragraph 9 below, and (ii) City’s Project Manager gives written authorization to proceed with the work as set forth above and in Exhibit “A.” All services shall be completed within the term of this Agreement.
6. OWNERSHIP OF DOCUMENTS
(a) All drawings, designs, data, photographs, reports and other documentation (other than Consultant's drafts, notes and internal memorandum), including duplication of same prepared by Consultant in the performance of these services, are the property of City. City shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when requested by City. City agrees to hold Consultant harmless from all damages, claims, expenses, and losses arising out of any reuse of the plans, specifications, graphics, brochures, reports, and CMO: 850-20: H:common/City Council/Council Items/2024/ ATTCH 3 Agreement with HR&A Advisors Inc
other documentation for purposes other than those described in this Agreement, unless written authorization of Consultant is first obtained.
(b) City agrees that any information, models, methodologies, technology, documentation, material, software (including reusable source code of general applicability) or other item made, conceived, reduced to practice, created, written, designed or developed by the Consultant prior to the Effective Date or independently of this Agreement (collectively, “Consultant Property”) and improvements and modifications made to Consultant Property in the performance of the Services shall be and remain the sole and exclusive property of the Consultant. Consultant hereby grants to City a perpetual, non-exclusive, worldwide, irrevocable, transferable, royalty-free license to use, copy and modify Consultant Property solely as incorporated into any Work Product created under this Agreement solely to the extent necessary to allow the City to use such Work Product for their intended purpose. Except for the limited license herein, Consultant expressly reserves all other rights in and to the Consultant Property.
7. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTS
This Agreement is for professional services, which are personal to City. Amitabh Barthakur is deemed to be especially experienced and is a key member of Consultant's firm, and shall be directly involved in performing, supervising or assisting in the performance of this work. This key person shall communicate with, and periodically report to, City on the progress of the work. Should said individual be removed from assisting in this contracted work for any reason, Consultant shall designate another key person as approved by the City..
This Agreement is not assignable by Consultant without City's prior written consent.
The following portions of the work described in this Agreement may be subcontracted out to other parties by Consultant: Sperry Capital Inc., registered Municipal Advisor and infrastructure financial advisor; Fullerton Partners LLC, alternative delivery methods; Altus Group Limited, asset and facility management advisor; Dharam Consulting, cost and risk consultant; Zero Envy, energy and utility cost advisor; and, Steve Spickard, entertainment advisor.
8. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for Consultant's Damages. Consultant holds City, its elected officials, officers, agents, employees and volunteers, harmless from all of Consultant's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Consultant, to Consultant's employees, to Consultant’s contractors or subcontractors, or to the owners of Consultant's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or performance of any activity or work required under this Agreement.
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(b) Defense and Indemnity of Third Party Claims/Liability. Consultant shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, agents, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Consultant’s negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City. The Consultant shall promptly pay City any final judgment rendered against City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of Consultant’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.
Consultant’s obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee.
However, without affecting the rights of City under any provision of this Agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of the Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City.
(c) Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by City, or the deposit with City, of any insurance certificates or policies described in Section 9.
9. MINIMUM SCOPE AND LIMIT OF INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, and any extension thereof, policies of insurance of the type and amounts described below and in a form that is satisfactory to City.
Coverage shall be at least as broad as:
(a).Commercial General Liability (CGL): Consultant shall, at Consultant's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry General Liability insurance coverage at least as broad as Insurance CMO: 850-20: H:common/City Council/Council Items/2024/ ATTCH 3 Agreement with HR&A Advisors Inc
Services form CG 00 01 in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate for bodily injury, personal and advertising injury and property damage, including without limitation, blanket contractual liability. (b).Automobile Liability: Consultant shall, at Consultant's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry Automobile Liability insurance coverage at least as broad as Insurance Services form CA 00 01 or the exact equivalent covering bodily injury and property damage for all activities of Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage, as applicable, of any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c).Worker’s Compensation: Consultant shall, at Consultant's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry workers’ compensation statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for bodily injury or disease. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its elected officials, officers, agents, employees and volunteers for all work performed by Consultant, its employees, agents and subcontractors. (d).Professional Errors and Omissions Insurance: Consultant shall, at Consultant’s sole cost and expense throughout the term of this Agreement, and any extensions thereof, carry professional errors and omissions coverage of no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate, with tail coverage for an extended reporting period of three (3) years.
If Consultant maintains higher limits than the minimum shown above, City requires and shall be entitled to coverage for the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
City, its elected officials, officers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 10 01 and CG 20 37 10 01 if a later edition is used). The provision shall also apply to any excess liability policies. In addition, Consultant shall ensure that the CMO: 850-20: H:common/City Council/Council Items/2024/ ATTCH 3 Agreement with HR&A Advisors Inc
automobile liability policy contains a provision covering City as an additional insured, and shall obtain an endorsement to that effect if it does not.
Excess Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Umbrella or excess policies shall provide coverage at least as broad as specified for underlying coverages and covering those insured in the underlying policies. Coverage shall be “pay on behalf” with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion of claims or suits by one insured against the other. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and no-contributory basis for the benefit of City as required in written contract or agreement before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
City’s Rights of Enforcement
In the event any policy of insurance required under this Agreement does not comply with these specifications or is cancelled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant’s payments. In the alternative, City may cancel this Agreement.
City’s Right to Revise Specifications
City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation.
Primary and Non-Contributory Coverage
For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City, its elected officials, officers, agents, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees or volunteers shall be excess of Consultant's insurance and shall not contribute with it and shall be at least as broad as CG 20 01 04 13.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to City.
Deductibles and Self-Insured Retentions
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Any deductibles or self-insured retentions must be declared to and approved by City. City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with a current A.M. Best’s rating of no less than A:VII, (unless otherwise acceptable to City).
Waiver of Subrogation
All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected officials, officers, agents, employees or volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications - to waive their right of recovery prior to a loss. Consultant hereby waives his own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. Copies of these waivers shall be submitted to City prior to commencement of work.
Claims Made Policies
If any of the required policies provided coverage on a claims-made basis:
(a). The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of contract work.
(b). Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work required under this Agreement.
(c). If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a Retroactive Date prior to the Agreement effective date, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work.
Verification of Coverage
Consultant shall provide City with copies of certificates (on City certificate form or an Accord form as modified per City direction) for all policies, with the appropriate named additional insured coverage and an endorsement that they are not subject to cancellation without 30 days prior written notice to City. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to CMO: 850-20: H:common/City Council/Council Items/2024/ ATTCH 3 Agreement with HR&A Advisors Inc
provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
10. RELATION OF THE PARTIES
a.Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b.No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder.
11. CORRECTIONS
In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work that may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction shall be made by City, and the cost thereof shall be charged to Consultant or withheld from any funds due to Consultant hereunder.
12. TERMINATION BY CITY
Either party may terminate without cause any or all of the services agreed to be performed under this Agreement upon 60 calendar days’ written notice. If termination is for cause, no advance notice need be given. In the event of termination, Consultant shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by City to Consultant within 30 days following submission of a final statement by Consultant unless termination is for CMO: 850-20: H:common/City Council/Council Items/2024/ ATTCH 3 Agreement with HR&A Advisors Inc
cause. In such event, Consultant shall be compensated only to the extent required by law.
13. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished, or relating to Consultant's work or services.
Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check.
However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors, agents and consultants for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors, agents and consultants.
14. AUDIT OF RECORDS
Consultant shall maintain, in accordance with generally accepted accounting principles, complete and accurate records of all activities and operations relating to this Agreement. Records, including but not limited to, timecards, employment records, work progress reports, reimbursements, invoices, project records, proprietary data and information, as well as licensed software and any electronic records shall be kept for a period of four years beyond the termination of this Agreement. Consultant agrees that City, or its authorized representative, shall have the right to examine, audit, excerpt, copy or transcribe any of the records pertaining to this Agreement at any time during normal business hours. Consultant shall reimburse City for all reasonable costs of the audit, including travel time and auditor costs, should such audit reveal an overcharge of five (5) percent or more. Any overcharge will be considered a breach of this Agreement and could be cause for termination. The obligations of this section shall be explicitly included in any subcontracts or other agreements entered into by Consultant with respect to this Agreement.
15. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative CMO: 850-20: H:common/City Council/Council Items/2024/ ATTCH 3 Agreement with HR&A Advisors Inc
and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
16. CONFLICT OF INTEREST
Consultant is unaware of any City employee or official that has a financial interest in Consultant's business. During the term of this Agreement and/or as a result of being awarded this Agreement, Consultant shall not offer, encourage or accept any financial interest in Consultant's business by any City employee or official.
17. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.
18. MITIGATION OF DAMAGES
In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
19. GOVERNING LAW
This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. Should litigation occur, venue shall be in Superior Court of Ventura County.
20. TAXPAYER IDENTIFICATION NUMBER
Consultant shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W-9, as most recently issued by the Internal Revenue Service.
21. 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 City funds. In the event City has not appropriated sufficient funds for payment of Consultant’s services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year.
22. MODIFICATION/AMENDMENT OF AGREEMENT
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Any amendment, modification, or variation of the terms or tasks of this Agreement shall be in writing and shall be effective only upon the mutual written approval of the City and Consultant.
23. USE OF THE TERM “CITY”
Reference to “City” in this Agreement includes the City Manager or any authorized representative acting on behalf of City.
24. PERMITS AND LICENSES
Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
25. CAPTIONS
The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement.
26. AUTHORIZATION
Each party has expressly authorized the execution of this Agreement on its behalf and binds said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this Agreement.
27. ENTIRE AGREEMENT BETWEEN PARTIES
Except for Consultant's proposals and submitted representations for obtaining this Agreement, this Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services and contains all of the covenants and agreements between the parties with respect to said services.
28. PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
29. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
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TO CITY: Attention: Jaime Boscarino
Finance Department
City of Thousand Oaks
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362
TO CONSULTANT: Attention: Amitabh Barthakur
Partner, HR&A Advisors, Inc.
700 S. Flower Street, Suite 2995
Los Angeles, CA 90017
31. SIGNATURES
(a)Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b)Scanned Signatures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof. (c)Digital/Electronic Signatures. This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City-approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.
In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first above written.
CONSULTANT
By: Amitabh Barthakur
Title: Vice President
By: Desmond Hunte
Title: Chief Finance and Operations Officer
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CITY OF THOUSAND OAKS
___________________________
Al Adam, Mayor
ATTEST:
_____________________________
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:
___________________________
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD:
Jaime Boscarino, Finance Director
APPROVED AS TO FORM:
Office of the City Attorney
By: Tracy Noonan, City Attorney
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EXHIBIT A
Scope of Services
Project Management and Administration – Ongoing
0.1 General Project Management
0.2 Project Schedule
0.3 Information Management
0.4 Project Coordination and Meetings
0.4.1 Coordination meetings with the City Project Manager
0.4.2 Internal coordination meetings
0.5 Stakeholder Presentations
Phase 1: Design – TBD
1.1Background Review and Design Team Coordination
1.1.1 Site visit
1.1.2 Review of background information
1.1.3 Coordination with design team
1.2Real Estate Financial Analysis
1.3 Real estate market scan
1.3.1 Real estate valuation of City property
1.4Project Delivery Assessment
1.4.1 Space needs and program validation
1.4.2 Capital cost estimates
1.4.3 Operations and maintenance cost estimates
1.4.4 Assessment of delivery alternatives
1.5Funding and Financing Assessment
1.5.1 Local sources
1.5.2 Real estate sources
1.5.3 Value capture sources
1.5.4 Naming rights
1.5.5 Ancillary sources
1.5.6 Other public sources
1.5.7 Private sources
1.5.8 Project Delivery Financial Model
1.5.9 Funding and financing and delivery prioritization workshop CMO: 850-20: H:common/City Council/Council Items/2024/ ATTCH 3 Agreement with HR&A Advisors Inc
1.6Recommendations
1.6.1 Procurement strategy
1.6.2 Funding and financing strategy
1.6.3 Project performance expectations
1.6.4 Key evaluation criteria
1.6.5 Presentation to City Council
Phase 2: Solicitation – TBD
2.1 Solicitation Document Development
2.2 Market Sounding
2.3 Other Solicitation support
2.3.1 Pre-proposal meetings/site visits
2.3.2 Answers to questions and addenda
2.3.3 Term sheets
2.3.4 Shadow bid model
2.3.5 Payment mechanism
Phase 3: Evaluation – TBD
3.1 Proposal Compilation
3.2 Coordination Meeting(s)
3.3 Evaluate Proposals
3.4 Consolidate Scores and Clarifications
3.5 Prepare and Facilitate Interviews
3.6 Support Final Shortlist Communication and Debriefs
Phase 4: Award – TBD
4.1 Development Agreement Support
4.2 Negotiation Support
Phase 5: Implementation – Ongoing as the Project progresses
5.1 Project Implementation Monitoring
5.2 Master Lease Agreements
Optional Tasks:
6.1 Business Case
6.2 Detailed Funding and Financing Analysis
6.3 Value Capture District Implementation
6.4 Naming Rights Agreement Implementation
6.5 Website/Communication
6.6 Economic and Fiscal Impact
6.7 Grant Funding Support
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EXHIBIT B
Schedule of Hourly Rates and Fees
(Hours assigned to each task by each group is an estimate only) HR&A
Fullerton
Consultin
g Partners Sperry Dharam Altus
Spickar
d
Zero
Envy
Tota
l
Title/Staff
Partn
er
Princip
al
Directo
r
Analy
st
Jeff
Fullerton
Managin
g
Principal
Associat
e
Associat
e
Director
Consulta
nt A, A/S
Consulta
nt B,
MEP
Mark
Orge
Spickar
d
Greg
Collin
s
Hourly Rate $460 $420 $370 $225 $350 $430 $290 $260 $145 $145 $265 $295 $182
Project Management &
Administration 17.25 26.00 36.00 32.00 12.00 12.00 0.00 12.00 0.00 0.00 12.00 0.00 0.00 159.2
5 Phase 1: Design
1.1 Background Review
and Design Team
Coordination 8.00 12.00 16.00 20.00 8.00 1.00 1.00 2.00 0.00 0.00 6.00 1.00 2.00 77.00
1.2 Real Estate
Financial Analysis 3.00 4.00 32.00 80.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 119.0
0 1.3 Project Delivery
Assessment 2.75 6.50 11.00 11.00 61.00 4.00 4.00 18.00 40.00 40.00 70.00 1.00 0.00 269.2
5 1.4 Funding and
Financing Assessment 4.25 10.50 21.00 41.00 0.00 18.00 24.00 0.00 0.00 0.00 0.00 5.00 0.00 123.7
5 1.5 Recommendations 4.00 7.00 18.00 44.00 14.00 4.00 4.00 0.00 0.00 0.00 8.00 0.00 0.00 103.0
0 Total Phase 1 22.00 40.00 98.00
196.0
0 83.00 27.00 33.00 20.00 40.00 40.00 84.00 7.00 2.00
692.0
0 Initial 16-Week
Engagement (Phase
0+1) 39.25 66.00 134.00
228.0
0 95.00 39.00 33.00 32.00 40.00 40.00 96.00 7.00 2.00
851.2
5 Escalation: Hourly Rates are subject to an annual increase of up to 5% starting at the end of Phase 1, and on each anniversary thereafter.
CMO: 850-20: H:common/City Council/Council Items/2024/ ATTCH 3 Agreement with HR&A Advisors Inc
EXHIBIT B Continued
Category HR&A
Fullerton
Consulting
Partners
Sperry
Capital Dharam Altus
Allowance
(Zero
Envy &
Spickard) Total
Phase 0: Project Management &
Administration
$
39,375
$
4,200
$
5,160
$
3,120
$
3,180
$
-
$
55,035
Phase 1: Design
$
107,280
$
29,050
$
21,180
$
16,800
$
22,260
$
2,429
$
198,999
Subtotal
$
146,655
$
33,250
$
26,340
$
19,920
$
25,440
$
2,429
$
254,034*
Phase 0: Project Management &
Administration
Phase 2: Solicitation
Phase 3: Evaluation
Phase 4: Award
Subtotal $540,000**
Extra Services $205,966***
Phase 5: Implementation
Business Case
Detailed Funding & Financial Analysis
Value Capture District Implementation
Naming Rights Agreement
Implementation
Website/Communication
Economic & Fiscal Impact
CMO: 850-20: H:common/City Council/Council Items/2024/ ATTCH 3 Agreement with HR&A Advisors Inc
Grant Funding Support
Total $ 1,000,000
* As stated in our proposal, HR&A anticipates reimbursable expenses for Phase 1 won’t exceed $2,000 and will cover travel for any meetings and/or site visit. These will be billed separately at cost. ** As stated in our proposal, HR&A will confirm the scope and budget for Phases 2-4 upon completion of Phase 1. For illustrative purposes, we have provided a rough order of magnitude estimate of $540,000 for Phases 2-4, which assumes those phases will take 12 months and an average of 150 hours per month and multiplied the resulting hours by the HR&A Team weighted average hourly rate of $300 based in 2024 rates. At the end of Phase 1 we will also provide a reimbursable expenses budget for Phases 2-4.
***Tasks in Phase 5 and in the optional list of tasks provided in the scope of services are more open-ended and can be priced more accurately when need arises, as Extra Services.