Loading...
Jones Lang LaSalle - 2017 AgreementAGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this -4— day of 20_L_:?- , between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Jones Lang LaSalle Incorporated, having a principal place of business at 1 Front Street #1100. San Francisco, CA 94111. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on May 1. 2017 and will continue in effect through August 31, 2017 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreements all terminate this Agreement regardless of any other provision stated herein. Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. 4835 - 2267.03610 LAC104705083 -1- C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed $57,000. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4635.2267 -0361v1 _2_ LAC104706063 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLES. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, 4835.2267.0361v1 -3- LAM04706083 including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained_ and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non - renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: s CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; o CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf; • CITY will not withhold state or federal income tax from payment to CONSULTANT; o CITY will not make disability insurance contributions on behalf of CONSULTANT; ® CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4835- 2267- 0361v1 -4- LAC104706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERIVIINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Ternunation by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY 4635.2267.0361v1 LAC104706063 'S' may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. ARTICLE S. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. 4835- 2267 -0361 v1 _6_ LAC104706083 C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and d regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. 4635. 2267 -03610 LAD04706083 -7- H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. 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. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: Jones, Lang, LaSalle CITY OF GILROY By: By: Name: Iti,-eke /s Name: Gabriel A. Gonzalez Title: kke 4t s,-r& Y Title: City Administrator Social Security or Taxpayer Identification Number 4835- 2267 -03610 _ LAC104706083 _g Approved as to Form City A omey 4835- 2267.0361vl LAGN706083 EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit `B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Andrea Grigg, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Jimmy Forbis, Finance Director shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 4835.2267.0361x1 _ LAC104706083 -1 EXHIBIT `B" SCOPE OF SERVICES 4835- 2267- 0361v1 LAC104706083 1 H. NOTICES. Notices are to be sent as follows: CITY: Jimmy Forbis. Finance Director City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Jones Lang LaSalle I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she 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 formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4835-2267 -0361 v1 �- LAC104706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall_indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835.2267 -0361 v1 LAC104706683 "3 - Direct expenses are charges and fees not included in Exhibit `B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well - organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. 4835 - 2267 -0361v1 _2_ LAM04706083 §JLL--­--­--------- Jones Lang LaSalle STRATEGIC ADVISORY SERVICES Proposed Gilrov Resort & Wateraark Date: March 29, 2017 Presented to: City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Prepared by: Jones Lang LaSalle Americas, Inc. JLL —Hotels & Hospitality Group One Front SL #1100 San Francisco, California 94111 Jones Lang LaSalle Hotels One Front SL, Suite 1100 San Francisco, CA 94111 tel +1 415 395 4900 http //www III com /hospitality TRADE SECRET/COMPANY PRIVATE —DO NOT DISCLOSE —This proposal includes data that shall not be disclosed outside the Government/Organization and shall not be duplicated, used or disclosed —in whole or in part —for any purpose other than to evaluate this proposal. If, however, a contract is awarded to this offer as a result of —or in connection with— the submission of this dale, the GovemmentiOrganizabon shall have the right to duplicate, use or disclose the data to the extent provided in the resulting contract. This restriction does not limit the GovemmentlOrganization's right to use information contained in this data if it is obtained from another source without restrction The data subject to this restriction is contained within the proposal and each page is marked accordingly 0 2014 Jones Lang LaSalle Americas, Inc. Ali rights reserved The information contained in this document is propnetary to Jones Lang LaSalle and shall he used solely for the purposes of evaluating this proposal All such documentation and information remains the property of Jones Lang LaSalle and shag be kept confidential Reproduction of any part of this document is authorized only to the extent necessary for its evaluation It is not to be shown to any third party without the prior wntten authorization of Jones Lang LaSalle. NI information contained herein is from sources deemed reliable, however, no representation or warranty is made as to the accuracy thereof (00) JLI; JLL I Proposal for Strategic Advisory Services Table of Contents SECTION 1 3 INTRODUCTION LETTER 4 SECTION 2 6 COMPANY INFORMATION 7 SECTION 3 11 SERVICE DELIVERY 12 SECTION 4 15 EXPERIENCE 16 SECTION 5 is PROFESSIONAL FEES 19 SECTION 6 20 TEAM BIOGRAPHIES 21 (m JLL 2 JLL I Proposal for hotel asset management services Section 1 Introduction Letter G JLL JLL I Proposal for Strategic Advisory Services Introduction Letter March 29, 2017 City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Attn.: Jimmy Forbis Finance Director RE- Proposed Gilroy Resort & Warterpark Market Demand Study, Feasibility Analysis and Economic Impact Study Dear Mr. Forbis- JLL's Hotels & Hospitality Group, a division of Jones Lang LaSalle Americas, Inc., ( "JLL "), is pleased to set forth our proposal to the City of Gilroy ('Client") to advise you on Great Wolf Lodge's Proposed Gilroy Resort & Waterpark to be situated on a land site located in the City of Gilroy ( "Subject Property'). JLL understands that Great Wolfs proposal for the development of the Subject Property includes several requests of the City of Gilroy and Client will like JLL to review said proposal, requests and terms from a business and Industry standard perspective. JLL proposes to conduct its work in two phases. Phase I will entail JLL conducting a market demand analysis, estimate potential uptick of annual visitors, and perform a feasibility study to evaluate the viability of the development. Phase 11 will entail JLL conducting a comprehensive full economic impact analysis of the protect to the City and County over 1, 5,10 and 20 years including sales tax, TOT, property tax, and any other taxes/fees generated by the proposed Subject Property. JLL scope of work shall include the analysis of indirect project impacts including the addition of visitors to the area including impacts on payroll, spending by visitors outside of the resort, business to business spending by resort. JLL is uniquely qualified to advise the City of Gilroy with respect to the Subject Property given its understanding of the leisure and resort market in this location. In addition, JLL possesses extensive experience in the resort and waterpark segment JLL's senior advisory team has also conducted a feasibility and economic impact study for a proposed Kalahari Resort and Convention Center with a 125,000 sq. ft. waterpark, an economic impact study for another Kalahari Resort and an impact study for "a proposed waterpark in Florida. Additionally, JLL has advised the ownership groups of more than 10 other hotels with a water park component. JLL's waterpark experience spans nearly one million sq. ft. of waterpark space. The JLL team seeks to be your trusted advisor and we are prepared to commit the time, energy and resources necessary to ensure that you and the City of Gilroy has the required expert decision- making advice. 00JU 4 JLL Ifroposal for Strategic Advisory Services Please do not hesitate,to contact me should you have any questions or clar a 16h oi��f - s regarding this submission.] can be contact at +1415 694 0460 or via email, at andrea.gdgg .11 com. Yours sincerely, For Jones Lang LaSalle Americas, Inc. Andrea'Grigg Executive Vice President JLL — Hotels & Hospitality 5 k o JLL I Proposal for Strategic Advisory Services Section 2 Company Information 0))JLL JLL I Proposal for Strategic Advisory Services Company Information The following table contains information for the company that will be contracting with Client: Name of Company: Jones Lang LaSalle Americas, Inc, Website Address www.jIl.com-7�o22 Andrea Grigg Senior Leadership and Client Contact: Executive Vice President +1415 694 0460 andrea.griaa(a)am. il.com Jones Lang LaSalle Americas Inc. is wholly owned by our parent company, Jones Lang LaSalle Incorporated (NYSE. JLL). Jones Lang LaSalle Incorporated was incorporated in 1997. Our common stock is listed on The New York Stock Exchange under the symbol "JLL." We are a financial and professional services firm specializing In real estate. We offer comprehensive integrated services on a local, regional and global basis to owner, occupier, investor and developer clients seeking increased value by owning, occupying or investing in real estate. A Fortune 500 company, JLL helps real estate owners, occupiers and investors achieve their business ambitions. In 2016, JLL had revenue of $6.8 billion and fee revenue of $5.8 billion and, on behalf of clients, managed 4.4 billion square feet, or 409 million square meters, and completed sales acquisitions and finance transactions of approximately $136 billion. At year -end 2016, JLL had nearly 300 corporate offices, operations in over 80 countries and a global workforce of more than 77,000. As of December 31, 2016, LaSalle Investment Management has $60.1 billion of real estate under asset management. JLL is the brand name, and a registered trademark, of Jones Lang LaSalle Incorporated. GiLL JLL I Proposal for Strategic Advisory Semces JLL Industry Recognition Named one of the 'World's Most Ethical Companies" for b < y N Mom the seventh year in a row b the�Ethis here Institute, a e��CA- cICA y P a. ANIES cvCOMPANISS N aM ANi respected organization that promotes best practices in business ethics, corporate social responsibility, �EfHtCA — D $EiI�CL -ETHICAL environmentalism and anti-corruption. NjcoMPANI a {COMPANIES NCO�MNi� NCdMPANfES Ethisphere is a leading international think -tank dedicated to the creation, advancement and sharing of best practices in business ethics, corporate social responsibility, anti- corruption and sustainability. The list recognizes 99 companies from around the world in 35 different industries for their commitment to ethical business practices. 'Operating as an ethical leader requires a significant commitment from companies that goes beyond lip service and demands real action and change After a rigorous and competitive selection process, the companies on this year's list have demonstrated an understanding that ethical practices are not only necessary, but can support a stronger and more solid business overall We commend them for their admirable contributions to their respective industries and look forward to their continued leadership in the years to come.' – Alex Brigham, Executive Director of the Ethisphere Institute Built on collaboration, innovation and excellence, JLL continues to be a partner of choice within the industry. Additional recognition includes: JLL's Lines of Services When you select JLL as your business partner, you get a single, agile, integrated company with a client -centric approach to real estate. In a broader context, all of our firm is at your disposal -- whether you collaborate with us to modify the status of a single asset or make a series of complex decisions that impact properties worldwide. • Agency Leasing • Capital Markets • Construction • Corporate Finance and Net Lease • Corporate Solutions • Energy and Sustainability 6) JLL • Facility Management • Government Investor Services • Investment Management • Investment Sales • Lease Administration • Project and Development Services • Property Management • Public Institutions • Real Estate Investment Banking • Special Asset Services • Tenant Representation • Transaction Advisory Services JLL I Proposal for Strategic Advisory senmces JLL's Hotels &Hospitality Group JLL's Hotels & Hospitality Group, the first and leading global hotel investment services firm, is uniquely positioned to provide the depth and breadth of advice required by hotel investor and operator clients, through a robust and integrated local network. JLL's Hotels & Hospitality Group has completed more transactions than any other hotels and hospitality real estate advisor over the last five years, totaling more than $77.5 billion worldwide. The group's 350 -strong global team In over 20 countries also closed more than 5,300 advisory, valuation and asset management assignments. Our hotel valuation, brokerage, asset management and consultancy services have helped more hotel investors, owners and operators achieve high returns on their assets than any other real estate advisor in the world. Our fully integrated structure and collaborative environment allows us to manage an asset through its full life cycle. From acquisition or development advice to sales and financing and every stage in between, our team of professionals knows how to position your asset for success throughout the lifecycle of your investment �`�t F,SIJic O Ft6 Seance Horeb Comenoon GaGf _ Courses AIN. Theme Ply SJLL AaVtCC • ® $awe HC.els Pubs & Licensed Leisure f I ranesharor Vapy OMWIShrp cash," - f Ser+Ked APxM*ntj Rrsta 2. JLL I Proposal for Strategic Advisory Services Dedicated Research Platform JLL continually invests in industry leading research to identify emerging trends and, anbcipate future conditions, effectively responding to the shifting market. e Hotel experts across the world continuously monitoring cross - border capital flows, enabling our clients to keep a pulse on emerging capital sources. ■ 70+ research publications annually analyzing transaction volumes, performance fundamentals, supply, key trends. ■ Custom investor surveys allow clients to make counter - sentiment plays to their advantage. ■ We mine the most comprehensive global hotel transactions database in the business. ■ Detailed sector research on emerging markets, allowing our cutting -edge data where it is sparse. ■ Access to seasoned hotel research professionals for custom data analysis. (0)JLL JLL I Proposal for Strategic Advisory Services Section 3 Service Delivery GiLL JLL I Proposal for Strategic Advisory Services Service Delivery Proposed Work Plan &Approach For this assignment, we propose the following scope of work, which may be further customized to your specific needs. Phase I: Proposed Resort & Waterpark Market Demand & Feasibility Study JLL will engage in a feasibility study to develop pro-forma cash flow projections and a return on investment analysis for a Great Wolf waterpark hotel to be developed on a site located in the City of Gilroy. Project Mck•Off • JLL will speak with Client and other parties as necessary to determine the level of research and evaluation done to date regarding the development of the Subject Property. • JLL will meet with the City of Gilroy and Wolf Resorts representative on April 4, 2017. • JLL will review Great Wolf proposal to the City of Gilroy. JLL shall assess the proposal from Great Wolf that includes several requests of the City — infrastructure, parking garage, land lease, center improvements, and sales tax sharing., etc. (') (') Client acknowledges that JLL is not an expert In and Is not responsible for any legal, regulatory, tax, accounting, engineering, environmental or other technical matters, all of which shall be solely Client's responsibility. Market Analysis JLL's market section will survey the site, the local submarket and the feeder markets to ascertain demand parameters. • JLL will discuss with you the potential deal and development structures in order to be able to produce the most accurate projections. • Tour the site and surrounding area in person. • Inventory and evaluate existing full service and select service hotels serving the submarket to determine their mix of business, nature of demand, booking patterns, price structures, etc. • Compile a history of growth in supply and demand for waterpark accommodations regionally apropr rietary financial nationally, as measured by average annual occupancy and average daily rate (ADR), to be compiled from JLL prop statements of waterpark hotels andlor Smith Travel Research. Review general market information to determine other hotel projects with a wat onthe site pone t regionally or nationally in development stages which could be competitive with a proposed • Analyze the site's ease of access, visibility and connectivity as well as parking accessibility and distance from population bases in the greater Houston area and beyond. Provide a summary of the market's strengths and weaknesses in terms of development of a waterpark. @ JLL JLL I Proposal for Strategic Advisory Services Waterpark Demand Analysis Demographic density plays an important role in the success of a waterpark since the majority of its guests are local/regional residents. JLL will tabulate population size in a multitude of drive in markets and study household income and personal consumption trends. Tabulate demographic, real estate and infrastructure developments that may induce incremental demand for lodging facilities. JLL will specifically also survey the demand for waterpark and destination entertainment - related offerings from the population base in greater Gilroy and beyond. Financial Projections • In order to estimate the value of the Subject Property and the feasibility of the hotel and waterpark components, JILL will develop pro -forma operating projections for a five to ten -year period based on operating ratios for comparable waterpark resorts and the projected hotel ADR and occupancy rates, and waterpark revenue projections. • Furthermore, JLL will tabulate metrics related to the waterpark operation specifically, to include days open, average number of visitors, labor cost, utility costs and upkeep. Also important here is to consider the parks' capacity day -by- day, given that parks can only accommodate so many people on a `given day. • JLL will hereby also assess the operating season and rate structures. • Obtain and apply benchmark operating ratios for comparable hotels in the market based on JLL's proprietary database of hotel operating statements. • JLL will incorporate other specific parameters such as managementAranchise fees and marketing fees. Development Program Analysis • Provide a high -level description of the envisioned physical development program in terms of number of rooms, waterpark square footage, amount of meeting space, food and beverage outlets, total building square footage, and other facilities and amenities. Investment Return Analysis • Client shall provide estimated development costs for the total development on a per -key basis. • Based on the cash flows projected. JLL will compute the unlevered IRR for the proposed waterpark and hotel development on the site, based on the estimated construction cost Phase I: Timing Deliverable and Reporting JLL will prepare a PowerPoint report of approximately 60 pages with a review of the local hotel market, an analysis of the factors Influencing demand for waterparks and hotel accommodations, a summary of the proposed concept, occupancy and average daily rate and waterpark revenue forecasts, the pro-forma financial projections and return on investment analysis. The estimated timing to complete Phase I is 45 days from receipt of authorization to proceed and pertinent materials. GiLL 13 JLL I Proposal for Strategic Advisory Services Phase II: Economic impact Analysis JLL will estimate economic and tax benefits generated by the development and operation of the Subject Property as follows: Construction Impacts — Based upon development cost estimates to be provided by Client. JLL will estimate the one- time direct, indirect and induced spending, tax and employment impact of the development. JLL will utilize IMPLAN modeling software to calculate the indirect and induced impact. Ongoing Impacts — Based upon the market demand and financial feasibility study results completed in Phase I, comparable historical performance data supplied by the Client and planned build -out of the Subject Property proposed components supplied by the Client, JLL will estimate and project direct and indirecUnduced spending (using IMPLAN multiplier models); tax revenue impacts; and employment for a stabilized year. • Spending shall include estimated direct annual budgetary spending associated with the operating the hotel and waterpark, as well as the estimated direct annual spending by guests and visilors. This spending may include spending in categories such as restaurants, groceries, entertainment and recreation, retail, transportation, etc. • Indirect project impacts including the addition of visitors to the area including impacts on payroll, spending by visitors outside of the resort, business to business spending by resort For spending outside of the development, JLL will rely on per-person spending estimates supplied by sources such as but not limited to the City of Gilroy and County of Santa Clara, Destination Marketing Association and in-house databases. • Jllwill calculate the estimated tax revenues associated with the development and operations of the Subject Property over 1, 5,10 and 20 years. Projected tax revenues shall include - o Transient Accommodations Tax o General Excise Tax • Property Tax • Conveyance Tax o Other Taxes and Fees, as applicable When appropriate, City of Gilroy and County of Santa Clara and State of California taxes shall be delineated. • JLL will estimate the average annual full-time equivalent jobs the proposed development will sustain and will utilize IMPLAN to calculate the indirect and induced employment impact. Phase II: Timing Deliverable and Reporting Based upon experience with similar engagements, we anticipate that completion of the economic impact analysis will require approximately 8 weeks. The economic impact analysis will occur concurrently with the Market and Financial Analysis. 0JLL 14 JLL I Proposal for Strategic Advisory Services Section 4 Experience COLL JLL I Proposal for Strategic Advisory Services Experience Resort & Waterparks JLL possesses experience in the resort and waterpark segment of the market. JLL'S senior advisory team has also conducted a feasibility and economic Impact study for a proposed Kalahari Resort and Convention Center with a 125,000 sq. ft waterpark, an economic impact study for another Kalahari Resort and an impact study for a proposed waterpark in Florida. Additionally, JLL has advised the ownership groups of more than 10 other hotels with a water park component. JLL's waterpark experience spans nearly one million sq. ft. of waterpark space GrwVbrWasonsin Deb Valuation, linestent Sale W6sonstr Deb, ytl 307 80,000 5,000 GreatVbrSandusky, Valuation,lmeslnentSale Sandusky, OH Cefebrate, VA 200 125,000 100,000 Proposed Kalehan Resort Marled and Feasibility Study Econarrc bract Study Sandusky, ON 884 255,000 215,000 Keehan Resort Sandusky Feasbity and Economd Irrpact Study Holyweod FL 7 n1a IV Waver Theme Park Sudy DoubfeTree by Hlbn Hotel Boston North Shore Valuation, Inveserent Sale Convert, MA 3 281 65,000 55,000 70,000 14,000 CoCo Key Wass Resort& The Hotel ML Valuation, Inveserent Sale Mt Laurel NJ Kansas Cdy, MO 769 55 000 17,000 Adams Mark HOW Kansas City Valuation, Imrestrent Sale Valuation, Invesererd Sale Walerbrry, CT 280 50,000 40,000 CoCo Key Waer ResortHoel and Conference Center Valuation,lmesemntSale CatmaLOH 257 60,000 15,000 Coco Keys Resort Resort Mom Sande Resort end Indoor Weer Perk Valuation. lmrestrent Sale Sandusky, OH 316 245 45,000 50,000 5,000 3,000 COCO Key Waer Resort— Courtyard by Mamot Fdcbburg Valuaton, Invement Seth Frthburg, MA 200 50,000 50,000 10,000 Cherry Vaby Lodge Valuation, Invesererd Sale Valuabn Imrestrnn Sele Newark ON Roddord. IL 245 00 000 CbrATower Resort 200 ct60.0001*,;.,`;11n d; iKk" �1' �: m' Z,:.'" �^.'. �; i�:,' �� .2i.'ti`^w- ",.�,'��,��.�?•c�.`. y, �v5 ., °�:"X;,iTolds'�i'��._'is�2c. 430 0] @)JLL JLL I Proposal for strategic Advisory Senmces Nikki Ortiz Associate, Asset Management & Advisory Services, Hotels & Hospitably Group Length of service with JLL: 15 Years Current Responsibilities Based In-San Francisco, Ms. Ortiz is an Associate with JLL's Hotels & Hospitality Group. As part of the firm's Strategic Advisory and Asset Management team, Nikki is primarily responsible for performing customized market studies, feasibility analyses, valuations, and appraisals for advisory clients within the U.S. and Mexico. She is also involved in the asset management of lodging properties in Mexico and the U.S. Experience As a member of the Strategic Advisory and Asset Management team, Ms. Ortiz has completed various strategic advisory assignments and provided consulting services relating to valuations, feasibility and market studies throughout the United States. For asset managed hotels, Ms. Ortiz prepares monthly and quarterly reports that examine revenues, expense ratios, profitability, and flow - through, as well as analyze property and market performance. Prior Positions Prior to joining Jones Lang LaSalle, Ms. Ortiz was a Senior Associate with HVS in Boston where she was responsible for the preparation and execution of hospitality valuations, feasibility studies, and market studies nationwide. In addition, Ms. Ortiz gained a wealth of knowledge in hotel operations and finance during her roles as Corporate Accounting Manager with Broughton Hospitality and in Accounting and Finance at The St. Regis Monarch Beach Resort in Orange County, California. Education and Affiliations Ms. Ortiz holds a Bachelor of Science in Hospitality from Boston University, where she graduated with honors. While earning her degree, she served as Boston University's Hospitality Finance and Technology Professionals (HFTP) Chapter Secretary . At Boston University, Ms. Ortiz worked as an appointed tutor for Managerial Accounting and Finance, as well as a teaching assistant for Business - Applied Calculus. (9 JLL 24 JLL I Proposal for Strategic Advisory Services Kent Michels Vice President, Asset Management & Advisory Services, Hotels & Hospitality Group Length of service with JLL: 5 Years Current responsibilities Mr. Michels is a Vice President with Jones Lang LaSalle's Hotels & Hospitality Group. He is responsible for leading the firm's hotel research initiatives in the Americas, which include monitoring lodging industry performance and hotel transactions across all major markets as well as utilizing JLL's vast repository of proprietary data to produce insightful, forward - looking research. As a member of the firm's Strategic Advisory and Asset Management group, Mr. Michels is also responsible for performing market and feasibility studies for new hotel development projects, conducting operational assessments of hotel assets for advisory clients, and completing appraisals for a wide variety of hotel- anchored real estate assets. Experience Mr. Michels has extensive experience asset managing hospitality - related investments located throughout the United States. In this capacity, he has advised numerous institutional clients on hotel asset acquisitions as well as large capital expenditure projects involving rooms, restaurant, and meeting space expansions and/or refurbishments. He has also completed numerous hotel operational studies that have resulted in enhanced profitability and improved revenue management Representative projects have involved analysis of the daily profitability of hotel restaurant outlets resulting in recommended closures during low demand periods as well as the development of regression -based tools to is the ancillary revenue contributions of different customer segments and thereby better Inform revenue management decisions. Additionally, Mr. Michels has had a great deal of exposure to the asset management and valuation of full- service conference center and resort -onented hospitality assets. Prior to joining JLL, Mr. Michels held positions in Asset Management and Performance Optimization at Destination Hotels & Resorts, where he spent 3 years as the primary asset manager for seven hotels and eventually shared the duties of overseeing a portfolio of more than 30 hotels nationally. Previously, he also formerly worked as an Analyst within the US Economic Research Group at Goldman Sachs, gaining experience forecasting the investment and macroeconomic landscape. Education and affiliations Mr. Michels holds a Bachelor of Arts degree in Economics from Cornell University. He also studied at the London School of Economics & Political Science. 0)) 1 LL 23 JLL I Proposal for Strategic Advisory Services Tom Reifert Executive Vice President, Asset Management & Advisory Services, Hotels & Hospitality Group Length of service with JLL. 10 Years Current Responsibilities Based in Atlanta, Mr. Reifert is an Executive Vice President with JLL's Hotels & Hospitality Group and specializes in asset management, feasibility analyses, financial analyses and projections, development planning, developer solicitation, negotiating development contracts, and project implementation for hotels, convention centers, sports facilities, performing arts centers, and mixed -use projects. Experience With more than 25 years of experience in hospitality and the hospitality consulting industry, Mr. Reifert has extensive knowledge in asset management, public assembly feasibility and project management Mr. Reifert is currently the lead day -today asset manager for the 1,200 -room Hilton of the Americas, Houston, TX; 532-room Columbus Hilton Downtown, Columbus, OH, and the 402 -room Sheraton Hotel Myrtle Beach, Myrtle Beach, SC. Mr. Reifert has also consulted on more than 30 convention center projects and over 20 hotel projects. Prior Positions Prior to joining JLL, Mr. Reifert was a Principal with Strategic Advisory Group for more than 17 years, which was acquired by JLL in early 2016. Prior to joining SAG, Mr. Reifert held management positions with Marriott International, including sales and marketing and director of restaurant operations. Education and Affiliations Mr. Reifert is a graduate of Iowa State University where he received his Bachelor's degree in Hotel & Restaurant Management. ((JLL JLL I Proposal for Strategic Advisory Services Team Biographies Andrea Grigg Executive Vice President, Asset Management & Advisory Services, Hotels & Hospitality Group Length of service with JLL: 10 Years Current Responsibilities Ms. Grigg leads the Strategic Advisory and Asset Management practice for the West Coast Region and Mexico. Specifically, she is the lead asset manager of four hotels in the Western United States and Mexico including brands such as Thompson, St Regis, Four Seasons and Viceroy. She brings 18+ years of real estate and hospitality experience. Experience Ms. Grigg has completed a wide variety of strategic and financial consulting projects concerning multiple types of real estate assets with locations throughout the United States, Mexico, Central America and the Caribbean. Representative projects include the large - scale, resort master - planned communities situated on the west coast of Mexico. More recent work includes the valuation' of a large -scale casino resort project St Regis Resort and Residences in Deer Valley, Amangid Resort and Residences In Utah. Appraisal work includes: SLS Hotel @ Beverly Hills, SLS Hotel South Beach, Viceroy Miami, Viceroy Beverly Hills, , Mondrian West Hollywood, Delano South Beach, The Redbury @ Hollywood & Vine, etc. Most recent public institutions real estate assessments, hotel feasibility and economic impact assignments include: • The Presidio — Facilities Management advisory assignment • CSU Northndge — Feasibility study and developer selection • Microsoft Redmond Site — Feasibility study and developer selection • Peer Review Study for Moscone Convention Center Expansion Feasibility Study • Moscone Convention Center Expansion Scenarios - Highest & Best Analysis' • San Francisco International Airport Proposed Hotel — Hotel Development Advisor, Feasibility Study and Economic Impact Study, Business Risk Analysis • City of Napa - feasibility analysis, developer selection and development advisory • Chula Vista master plan — feasibility analysis, developer selection and development advisory • Lodging Market Forecasting Study for the City of San Francisco • Chula Vista Feasibility Study • Impact Assessment of Potential Changes in Per Room Value Averages for Tourist Hotels located within the City of San Francisco Zone 1 and 2 • Peer Review Study for Hotel Convention Center Headquarter in Savannah, GA including Peer Review of Feasibility Study and Economic Impact Study for the Proposed Hotel (2013) • Valuation of Marriott Oakland City Center and Downtown Oakland Convention Center. • Provide advisory services for The Conference Center and Inn at Clemson University and performed a feasibility and product programming analysis of the master plan in connection with the completion of the expansion of CC &I's existing facilities Education Ms. Grigg graduated from the University of Moron School of Tourism in Argentina in 1995 Ms. Grigg is a member of the Urban Land Institute and the Hospitality Asset Management Association. She is fluent in both English and Spanish. (@JLL JLLJ Proposal for Strategic Advisory Services 'Professional Fees & Timeline @)1LL I8 JLL I Proposal for Strategic Advisory Services Economic Impact Studies JLL prepares economic and fiscal impact assessments for various projects or Initiatives. Nearly all of the convention center and hotel analyses completed by our firm have included economic impact assessments. Our studies address both the direct and indirect impacts generated in terms of spending, jobs, earnings and tax revenues from the development and /or operation of a facility. Akron, OH Gwinnett County, GA Albany, NY Hartford, CT t - 'Alton; IL5_ :':, > -, : •-, %Amarillo,,TX '\ Hollywood, FL Houston, TX'° _7,�,9 -` ,,- Ath e-ns,:GA''- Indianapolis, IN k, '= " Irving, TX %Augusta, GA , . Jacksonville, FL Bangkok;.Thadand Johnston County, NC ° ° ° '� Wilmington, NC K W t FL ,�-;,'° "• Boston,'MA, ey es Carter`et'County, NC, La Vista, NE f ; Charlotte, NC; Nashville, TN = ':r`:Cliattanooga; TN Manhattan, KS k, '= " Miami Beach, FL s' f,Chicago,,iL. Cincinnati, OH ' Myrtle Beach, SC Richmond, VA Rochester, NY San Jose, CA ; San Juan, Puerto Rico _','; _ Sarasota, FL, Savannah,-GA Schaumburg,, I U ; ,° Schenectady,'NY; Shreveport; LA`- ��'�." .;,St. Louis; M0,{ r St. Petersburg: FL State of rGA'-;, Y#' Columbia; SC ' Fayetteville, NC .,virgirna neacn „vh } ° nA "-'- ' GA ' Oconee County, SC 'Washington, DC .=Columbus; Columbus;:OH,.,,, Orlando, FL Wildwood; NJ Dalton, GA '''' ;`';s Osceola County FL, Whlainsburg, VA . Overland Park ° ° ° '� Wilmington, NC Denver, CO „KS -'> ,.•- ,,Palm Beach 66u' y,-Ft ;r- F.f..t. ,. :,,�;,,, 'Winchester', VA Detroit, MI - Portland, ' OR` ° ' Winston "Salem, NC Fredericksburg, VA Greenville, NC Raleigh NC Gulf Shores, AL Richaftlson, TX 0)) JLL 17 Professional Fees Fees Client agrees to compensate JLL for Services rendered as follows Phase I: Twenty Seven Thousand U.S. Dollars ($27,000) Phase II: Thirty Thousand U.S. Dollars ($30,000) JLL shall receive fifty percent (50 %) of the Fee upon signing this letter agreement as a non - refundable retainer. JLL shall issue a final billing after the delivery of draft Report. In addition to professional fees, JLL will also be reimbursed for actual out -of- pocket expenses incurred in conjunction with this engagement, to include such items as reasonable travel costs (including flights, meals and hotel accommodations), data purchases and reproduction with no mark -up. Up to ten percent (10 %) of the total of such reimbursable expenses will be charged for administrative expenses incurred by JLL, including but not limited to express mad and courier services, telephone and related expenses, reproduction charges (exclusive of third party charges) and other similar expenses. All reimbursable amounts shall be payable upon receipt by Client of an invoice from JLL therefore. JLL I Proposal for Strategic Advisory Services Section 6 Team Biographies Ofi) JLL 20 ,4v °® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/22/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Central, Inc. Chicago IL Office CCOO^NTACT o FAX 800- 363 -0105 (866) 283 -7122 (AIC No. Eat) AIC No 200 East Randolph Chicago IL 60601 USA E-MAIL ADDRESS INSURER(S) AFFORDING COVERAGE NAIC A INSURED INSURER A. Lexington Insurance Company 19437 Jones Lanq LaSalle Americas, Inc. 200 East Randolph Drive INSURER INSURER Chicago IL 60601 USA INSURER D GENT AGGREGATE LIMIT APPLIES PER POLICY ❑ PRO ❑ LOC JECT OTHER GENERAL AGGREGATE INSURER E PRODUCTS - COMP /OP AGG INSURER F GUVtKAUl=b- GtKIIFIGATE NUMBER: 51UUbbb3U441 REVISION NUMBER_ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS Limits shown are as requested INSR LTR _ TYPE OF INSURANCE INSD WVD POLICY NUMBER MM1DD MMIDD1YYYY LIMBS AUTHORIZED REPRESENTATIVE COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑OCCUR J4'OS6a i`� ldC✓I/G �sfe+astet0 E�n��✓ s�L EACH OCCURRENCE IJA To PREMISES Ea occurrence MED EXP (Any one person) PERSONAL 8 ADV INJURY GENT AGGREGATE LIMIT APPLIES PER POLICY ❑ PRO ❑ LOC JECT OTHER GENERAL AGGREGATE PRODUCTS - COMP /OP AGG AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED ONLY AUTOS ONLY COMBINED SINGLE LIMIT a "cc ",nn BODILY INJURY ( Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE Per accdent _ UMBRELLA LLAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE AGGREGATE DED RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y / N ANY PROPRIETOR/ PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory In NH) II yes, describe under DESCRIPTION OF OPERATIONS below N / A PER OTH- STATUTE EL EACH ACCIDENT EL DISEASE -EA EMPLOYEE EL DISEASE- POLICY LIMIT A E&O -PL- Primary 013084703 Claims Made SIR applies per policy terns 04/01/2017 & conditions 04/01/2018 Each Claim Annual Aggregate 55,000,000 55,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional RemaAcs Schedule, may be attached H more space Is required) For information Purposes Only. The Limits as described above attach over self- insured retentions held by Jones Lang LaSalle. CERTIFICATE HOLDER CANCELLATION ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ! w .c m a `tn v O 2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WALL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Jones Lang LaSalle Americas, Inc. 200 East Randolph Drive AUTHORIZED REPRESENTATIVE Chicago IL 60601 USA J4'OS6a i`� ldC✓I/G �sfe+astet0 E�n��✓ s�L ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ! w .c m a `tn v O 2 AC40 °® CERTIFICATE OF LIABILITY INSURANCE 1/1/2018 DATE(MWDD/YYYY) 1 11/30/2'016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE' CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES 'BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT- N the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. N SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require endorsement. A on this, certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LOCKTON COMPANIES 2100 ROSS AVENUE, SUITE 1400 3NME: PHONE FAX DALLAS TX 75201 a4mil. 214- 969 -6706 ADDRESS, INSURE S AFFORDING COVERAGE NAIC 0 $ 'XXXXXXX INSURERA: Trumbull Insurance 27120 $ XXXXXXX INSURED Jones Lang LaSalle Americas. Inc. 1342065 200 E. Randolph Drive Chicago 11,60601 INSURER B. Twin City Fire Insurance Company 29459 INSURER C: INSURER 0. $ XXXXXXX INSURER E: GENERAL AGGREGATE $ XXXXXXX INSURER F: $'Y-Y%.' X COVERAGES, JONLA02 CERTIFICATE NUMBER' RFVICIAN NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN- ISSUED`TO-THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY' BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSION§ AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REOUCED BY PAID CLAIMS. INSR LT TYPE OF, INSURANCE POLICY NUMBER POLICY EFF MMID POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -AMDE F OCCUR NOT APPLICABLE EACH OCCURRENCE $ 'XXXXXXX PREMISES Ea occurrence $ XXXXXXX MED EXP (Any ono poraon), $ ,XXXXXXX PERSONAL & ADV INJURY $ XXXXXXX GEN1. AGGREGATE LIMIT APPLIES PER: POLICY ❑ PRO- JECT F-1 LOC OTHER- GENERAL AGGREGATE $ XXXXXXX PRODUCTS - COMP /OP AGG $'Y-Y%.' X $ AUTOMOBILE LIABILITY _- ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON-OWN AUTOS ONLY AUTOS ONLY NOT APPLICABLE SINGLE LIMIT Ea COMBINED accident) $ xxxx�ci{x BODILY BODILY INJURY (Penpereon) $ � BODILY INJURY (Per aceldent ) $ xx�(�X PROPERTY DAMAGE $ XXXXXXX $ XXXX —XXX UMBRELLA W18' EXCESS LIAR OCCUR CLAIMS MADE NOT APPLICABLE EACH OCCURRENCE $ , XXXXXXX AGGREGATE $ XXXXXXX OED I I-RETErpONS $ xxxxxxx 'A B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? � Mandatory In NH) I f yes. descnbe under DESCRIPTION OF OPERATIONS below' N/A 46WNS15560(AOS` 46WBRS15501 (WI) 1/1 /2017 I/l/2017 1 /1x2018 1/1/2018 - P OTH- %t' STATUTE E . . EL EACH ACCIDENT $ (000000 E L DISEASE - EA EMPLOYEES _ 1000 000 E.L. DISEASE - POLICY LIMIT $ 1 000 000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more apace Is required) torn I IrwA I r MULUtK CANCELLATION' SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIgO REPRESENTATIVE ©1,988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD '41 °® CERTIFICATE OF LIABILITY INSURANCE DAT09/2120 6 YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Central, Inc. Chicago IL office 200 East Randolph Chicago IL 60601 USA CONTACT - H o (866) 283 -7122 FAX (800) 363 -0105 AIC. No. Eat) A/C. No.). E-MAIL ADDRESS INSURER(S) AFFORDING COVERAGE NAIC N INSURED INSURER A. RLI insurance Co. 13056 JOneS Lanq LaSalle Americas, Inc. 200 East Randolph Drive Chicago IL 60601 USA INSURER American Guarantee & Liability Ins Co 26247 INSURER C• EACH OCCURRENCE 5110001000 INSURER D. CLAIMS -MADE XOCCUR INSURER E. INSURER F %1Vvcr%A%3rw GtK111-1GAIIt- NUMtStK: 0 /UUb36t10ZZ0 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested TR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMID M MMIDD XF LIMITS X COMMERCIALGENERALLIABILITY CGL EACH OCCURRENCE 5110001000 CLAIMS -MADE XOCCUR PREMISES Ee occurrence) $1,000,000 MED EXP (Any one person) S1,000 PERSONAL &ADV INJURY $1,000,000 U, 0 n GEN'L AGGREGATE LIMIT APPLIES PER PR POLICY POLICY JECT X LOC OTHER AGGREGATE $2,000,000 PRODUCTS - COMP /OP AGG $2,000,000 A AUTOMOBILE LIABILITY CGLOO13647 10/01/2016 10/01/2017 COMBINED SINGLE LIMB 44 ccl n $1,000,000 — BODILY INJURY ( Per person) OWNED SCHEDULED I XANY AUTO AUTOS ONLY AUTOS HIRED AUTOS X NON-OWNED ONLY AUTOS ONLY 0 0) ~ BODILY INJURY (Per accident) PROPERTY DAMAGE Per accident B X UMBRELLA LIAB X OCCUR AUC655447407 10/01/2016 1010112017 EACH OCCURRENCE $2,000,000 V EXCESS LIAB CLAIMS -MADE AGGREGATE $2,000,000 DEDI IRETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/ PARTNER/ EXECUTIVE OFFICERIMEMBER EXCLUDED? ❑ (Mandatory In NH) If yes describe under DESCRIPTION OF OPERATIONS below NIA PER OTM_ STATUT E L EACH ACCIDENT EL DISEASE -EA EMPLOYEE EL DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remark, Schedule, may be attached If mom space Is required) RE: Evidence of InSUrance. y C� R CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. - Jones Lang LaSalle Americas, 200 E. Randolph Chicago IL 60601 USA Inc. AUTHORIZED REPRESENTATIVE t34'osib i` %GettYf' rJit�t�fJ I�eJSl� ACORD 25 (2016103) ©1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10224682 LOC #: '4 ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services central, Inc. NAMED INSURED ]ones Lang LaSalle Americas, Inc. POLICY NUMBER see certificate Number: 570063685225 CARRIER see certificate Number: 570063685225 NAIC CODE EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance cancellation Notice The General Liability policy issued by RLI insurance company has been endorsed to include the following wording: In the event of cancellation, we will endeavor to give certificate holders thirty (30).days notice of cancellation via email, provided that a detailed listing of such certificate holders, including their email address, is received from the Agent or ]ones Lang LaSalle within 5 business days of their cancellation of the policy. The ACORD name and logo are registered marks of ACORD