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HomeMy WebLinkAboutContracts & Agreements_144-2017 AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of services associated with Community Facilities District ("Agreement") is made and entered in this 5th of July, 2017 ("Effective Date"),by and between the City of Redlands, a municipal corporation ("City)" and Albert A Webb Associates ("Consultant") City and Consultant are sometimes individually referred to herein as a"Party" and, together, as the "Parties "In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 —ENGAGEMENT OF CONSULTANT 1 i City hereby engages Consultant to provide Community Facilities District services for City's Municipal Utilities and Engineering Department (the "Services") 12 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services ARTICLE 2— SERVICES OF CONSULTANT 21 The Services that Consultant shall perform are more particularly described in Exhibit "A," entitled"Scope of Services,"which is attached hereto and incorporated herein by reference 22 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to State prevailing wage laws ARTICLE 3 —RESPONSIBILITIES OF CITY 3 1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services 32 City designates Chris Diggs, Municipal Utilities and Engineering Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services ARTICLE 4—PERFORMANCE OF SERVICES 41 Consultant shall perform and complete the Services on-call in a prompt and diligent manner 42 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City, consistent with 11ca\dimlAgreemcnts\Webb CFD Services Agreement.docx 2 City Council adopted policy for the same It shall be the obligation of Consultant to obtain a copy of such policy from City Staff ARTICLE 5 —PAYMENTS TO CONSULTANT 5 1 The total compensation for Consultant's performance of the Services shall not exceed the amount Sixty Thousand Dollars ($60,000) City shall pay Consultant on a time and materials basis up to the not to exceed amount, in accordance with Exhibit"B" entitled "Hourly Rate Schedule"Exhibit"B" is attached hereto and incorporated herein by this reference 52 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month. Consultant's invoices shall include a brief description of the Services performed,the dates the Services were performed,the number of hours spent and by whom, and a description of reimbursable expenses related to the Services City shall pay Consultant no later than thirty(30) days after receipt and approval by City of Consultant's invoice 5.3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section Cgy Consultant Chris Diggs, Director Heidi Schoeppe MUED Director, Municipal Finance City of Redlands Albert A Webb Associates 35 Capon Street, Suite 15A 3788 McCray Street PO Box 3005 (mailing) Riverside, CA 92506 Redlands, CA 92373 ARTICLE 6—INSURANCE AND INDEMNIFICATION 61 Insurance required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty(30) days prior written notice to City I Icaldjm\AgrecmcntslWcbb CFD Services Agreement.doex 3 62 Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers' compensation laws of the State of California Consultant shall provide City with Exhibit"C," entitled "Workers' Compensation Insurance Certification,"which is attached hereto and incorporated herein by this reference prior to occupancy of the Services 63 Consultant shall secure and maintain comprehensive general liability insurance with carriers acceptable to City Minimum coverage of One Million Dollars ($1,000,000)per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 64 Consultant shall secure and maintain professional liability insurance throughout the term of this Agreement in the amount of One Million Dollars ($1,000,000)per claim made 65 Consultant shall have business auto liability coverage, with minunum limits of One Million Dollars ($1,000,000)per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non-owned vehicles, and employee non-ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 66 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services ARTICLE 7—CONFLICTS OF INTEREST 71 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant's Services Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement 72 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant A Does not make a governmental decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law, 11caldjm\Agreements\Wcbb CFD services Agreement.docx 4 (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (iii) authorize the City to enter into, modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract, (v) grant City approval to a plan, design, report, study or similar item, (vi) adopt or grant City approval of,policies, standards or guidelines for City or for any subdivision thereof B Does not serve in a staff capacity with City and in that capacity,participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302 73 In the event City officially determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Cleric's office pursuant to the written instructions provided by the City Clerk ARTICLE 8—GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief,be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party 82 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement 83 Records, drawings, designs, cost estimates, electronic data files, databases and any other documents developed by Consultant in connection with its performance of the Services, and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City Any reuse of such documents, and any use of incomplete documents, shall be at City's sole risk 84 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth Consultant shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Consultant shall have no authority, express or implied, to act on behalf of City in any capacity I 1caldjm\Agrecments\Webb CFD Services Agrcement.docx 5 whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation 85 Unless earlier terminated as provided for below,this Agreement shall terminate upon completion and acceptance of the Services by City This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City's intent to terminate If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but(1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form,where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination 86 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement Such books shall be available at reasonable times for examination by City at the office of Consultant 87 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant 88 This Agreement shall be governed by and construed in accordance with the laws of the State of California 89 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Parry of a material benefit of its bargain under this Agreement 1•1ca\djm\Agreements\Webb CFD Services Agreemcnt.doex 6 IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed m confirmation of this Agreement CITY OF REDLANDS ALBERTA WEBB ASSOCIATES By By Paul W Foster, Mayor AHeidi Schoe pe, (j Director, Municipal Finance Attest• �� a_.4_6� J e Donaldson, City Clerk I 1ca\djmlAgrecments\Webb CFD Services Agreement.docx 7 EXHIBIT "A" SCOPE OF SERVICES ADMINISTRATION SERVICES a Land Use Research L Development Research Consultant will use all resources available including the San Bernardino County equalized roll data, shape file data for City's in-house GIS platform, and regular parcel data updates from the Assessor's Office Consultant will identify residential and commercial/industrial developments, conduct assessor's parcel research, and provide accurate database management Consultant will conduct development research to identify building permit issuance, building square footage, and situs address for the new buildings Upon determination of this information, Consultant will be able to provide the City with related GIS data, as required L Parcel Research Consultant will review current Assessor's Parcel Maps for updating the Assessor's Parcel Numbers (APN)within the City i. Database Management Consultant will utilize City's proprietary software,WebbSTARTm, to maintain a comprehensive database of the CFD and Parcel information in a form compatible for the annual levy submission to San Bernardino County as outlined in the County's fixed charge submission packet WebbSTARTm will maintain all data related to individual parcels including special tax information,), current property ownership information, and assessed valuation information b. Classification of Property L Exempt Property Consultant will determine the appropriate property classification in accordance with the Rates and Method of Apportionment (RMA) Consultant will review the land use code information from the latest equalized roll from San Bernardino County and update City's WebbSTARm database for the special tax calculations annually Consultant will identify all property owned by public agencies or entities exempt from the special tax and classify them in accordance with the RMA Consultant will communicate these classifications to the City and report them on City's Annual Levy Detail reports Consultant will confirm the location of these properties using City's GIS database and illustrate them on City's annual Audit Map i Taxable Property Consultant will identify all taxable properties and classify them in accordance with the RMA Consultant will communicate with the City these classifications and report them on City's annual levy detail reports Through City's GIS database,City will confirm the location of these properties and illustrate them on City's annual audit map c. Financial Analysis t IcaldjmlAgrcements\Webb CE©services Agreement.docx 8 i Special Tax Requirement Consultant will apply the RMA and calculate the annual special taxes to be levied for the current fiscal year. Consultant will report this information to the City to assist in the budget review process Consultant will review the special tax requirement as it is defined in the RMA to ensure accurate cost recovery for the City i Calculate Special Tax Rates With the use of City's WebbSTAR TM software, Consultant will calculate the special tax rates for all classifications and report this information to the City prior to submittal to the San Bernardino County Auditor-Controller's Office d Report Preparation i Annual Levy Report Once finalized, Consultant will provide the City with a hard copy and an electronic copy of the annual levy report containing the information used to calculate the annual installment amount for each parcel, as well as a summary of the total annual levy for the CFD e Enrollment of Special Taxes i Levy Requirement In consultation with the City, Consultant will determine the Levy requirement for the current fiscal year on or before August 10 Annual Levy Preparation and Submittal Each year Consultant will, in consultation with City Staff, determine the levy requirement for the current fiscal year Consultant will calculate and prepare the annual levy in the media, format, and configuration acceptable for direct submission to the San Bernardino County Auditor-Controller's Office prior to the statutory deadline and shall perform adjustments and corrections to the levies on the property tax rolls as necessary f Roll Changes and Adjusted Property Tax Bills L Changes to the Secured Tax Roll Upon determination that changes to the secured tax roll necessitate corrections/revisions after the deadline, Consultant will research, recalculate, and with the City's approval, rectify the issue g Responses to Property Owner Questions L Primary Contact Consultant will serve as the initial and primary contact to the CFD's property owners, title companies and other interested parties regarding the CFD proceedings and annual installments A toll free telephone number, of Consultant's designation, will appear on the regular property tax bill, next to the CFD, to facilitate contact with the public Consultant will provide a toll free phone number for the City to refer property owners, title companies, and other interested parties to in regard to CFD proceedings and annual installments h. Disclosure i Report Preparation Consultant will prepare, for the City's approval, any State and/or Federal Disclosure reporting requirements pertaining to the CFD, if applicable Consultant will provide an electronic and a hard copy of each report to the City for internal use 11ca\djm\Agreements\Webb CFD Services Agreement.dacx 9 ANNEXATION SERVICES a. Annexation Boundary Map i Boundary Map Preparation Consultant will prepare the annexation boundary map, illustrating the boundaries of territory proposed for inclusion in the CFD, capturing the entirety of any parcel subject to taxation by the CFD The map shall meet the requirements of the Mello-Roos Act and the San Bernardino County Recorder's Office Additionally, Consultant will record the map with the San Bernardino County Recorder's Office b. Gathering Information i Land Use Classification Consultant will meet with the City's Staff, legal counsel,team of consultants and project proponents to confirm the annexation schedule of events, procedural and financial considerations, establish the appropriate land use classifications, and discuss and identify the boundaries of the proposed annexation Consultant will obtain the latest assessor's parcel maps and equalized tax roll information from the San Bernardino County Assessor's Office, and GIS shape files from City's in-house GIS platform for the annexation ii Identify Boundaries- Consultant will identify the boundaries of territory proposed for inclusion in the annexation capturing the entirety of any parcel subject to taxation by the annexation e. Consulting Services i Consulting and Advising Consultant will provide consulting services and advise the City as necessary This includes due diligence to ensure accuracy in the process and provision of clear written documentation in City's approach to structuring the RMA and the special tax roll To ensure and maintain quality assurance, Consultant has instituted an internal auditing and review policy that requires a minimum of two individuals with the appropriate expertise to review and audit any information prior to dissemination of that information to the client Consultant will attend City Council meetings as well as informal meetings or hearings held for the purpose of disseminating information to the public Consultant will be fully prepared to present all necessary testimony and to respond to all public comments d Landowner Election i Owner Name Preparation Consultant will prepare a list of the owner names and acreages using the most current data available from the San Bernardino County Assessor's office ii Registrar of Voters Consultant will obtain a certificate from the Registrar of Voters confirming whether there are, or are not, registered voters within the boundaries of the annexation e Notice of Special Tax Lien i Notice Preparation Consultant will provide a list of APNs for the Notice of Special Tax hlcaldjm\Agrcements\Webb CFD Services Agreement.doex 10 EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self=insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees CHECK ONE —LI am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct WyA ssac Date 4 _ ,fl`G� ur� �SS I Icaldjm\Agreements\Webb CFD Services Agreement.docx 13