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HomeMy WebLinkAboutContracts & Agreements_66-2019 5000 Birclt Strcct,Suitc 6000 ❑•��•tiv.Pina��ecD1'A.com n�ewport Bcach,CA 926b6 AGREEMENT FOR CONSiTLTING SERVICES This Agreement is rnade and entered into tl�is 18th day of March, 2019 {"Effective Date"), by and between the City of Redlancis {"City"}, and DTA ("17TA°'}, forz��erly kt�own as David Taussig & Associates, Inc. City and DTA, are some�imes individualIy referred to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises and conditions herein contained, City and DTA agree as follows. ARTICLE I TERM OF CONTRACT Section 1.1 The term of this Agreement shall coznnaence on zts Effective Agr�ement and shall end wlleil tlie services pravided for k�ereiz� l�ave been accepted, as con�plete, in writing by Ci�y, uilless earlier ternzinated as pro�ided in ArticIe VI beIow. ARTICLE II SERVICES TO BE PERFORMED BY DTA Section 21 DTA agrees to perfonll t��e professional services for City aud to deli�er the work products to City as described in the Scope o� Work statement attached as Exhibit "A" hereto. Such professional services and work products, as from time to tirne �nodified in accordance with Section 2.3 iiereof, are call�ctiveiy referred to as the "Consulting Services." Section 2.2 DTA will determine the methnd, de�ails and rneans af performing the Cons�zlting Services. DTAs may, at DTAs' own expense, ernploy such assista�ice as it deeir�s necessary to perfonn tlie Consulting Services required by City under this Agreement. DTA shall conduct research and arrive a� concl��sions with resp�ct to zts rendition of information, advice, recornmendatian or counsel independent af the contz�ol and direction of City, otl�er t�ian norrnal contract monitorin;. AlI computer saftware {including witho�t limitation financial n�odels, co�npilations of foi7nulas and spreadsheet ��iodels), inventions, designs, pragrams, iinprovements, processes ar►d inethods (collectively, the "Proprietary Models") ttsed or developed by DTA i� perfarmi�ig its work is proprietary and shall remain property owned solely by,or licensed by a third party to,DTA. City acknor�vledges and agrees tI1at the consideration paid by City herein anly entitles City to a license to use the hard capy or electronically transxnitted�•eports generated pursuant to the Consulting Services and tiiat any�'roprietary Model that DTA uses to generate such reports is ar�vned by, or is duiy liceansed fro�n a third party ta DTA and is not being pravided to City hereunder. City acknowledges that DTA may have used reparts and analys�s that DTA authored for other Cities as base works or templates for tlie reports and ana�yses prepared for Citypursuant to tl�is Agree�ment, and City acknowledges and agrees that DTA has the xight to use the reparts and aualyses that it authors pui•suant to this Agreement as base works or teinplates for reports and analyses tha� DTA a�rthors for DTA's other Cities, provided, howe�er that DTA sl�all not use any confidential i�ifo�-�r�ation pro�ided by City in such future reports and analyses. City ack��owledges a�id agrees that DTA l�.as spe��t substa��tial tii�le and effort in collection and campiling data and infonnation (tlie"Data Compilatians") in coy�►nectian with the Consulting Services and that such Data Compilations rnay be used by DTA for its own purposcs, includin�, witliaut limitation, sale or distribution to tllird parties; provided, however, that DTA will not sell or distribute any of City's con�dential information that may be contained in such Data Compiiations, unless such confidential information is used oz�ly on an aggregated and anonymo�s basis. L:1ca1djmlAgreenientslCFD 2001-1 A�reement 19-20(Rcdlands}rcvised.docx Section 2.3 Any praposed changes in the Consulting Services hereunder shall be submitted to the other party hereto, and any sucl� changes agreed to by the parties shaIl be reflected in an arnendrnent to Exhibit "A" in accordance with Sec�ion 7.21iereto. SectioR 2.4 Nothing in this Ab eement shall give DTA possession of autl�oxzty with respect to any City decision beyoi�d fhe re�lditio�i of infor���atio��, advice, recor�ln�endatior3 or counsel. ARTICL� IIl COMPENSATI�N Section 3.1 City agrees to pay DTA far its Consultang Services a professional fee computed according to the Fee Schedule attac�ed as Ex��ibit "B" hereto. Section 3.2 City shall reirnburse DTA for DTA's out-of-poc�C�t �xpenses. Expenses shall include aIl actual expenditures made by DTA in the performance of any Consulting Services undertaken pursuant ta the Agreement, includiz�g,without iimitation, the following expenditures: (a) Cost of clerieal assistance at $35.00 per hour, including typing, collation, printing and copying, plus copier and photography costs, including photob aphic reproduction o£ drawings and documents. {b} Tra��spartatian costs, iz�.cludi��g i��ileage for the use of personaf a��ton3obiles at the prevailing TRS standard rate, rental vehicles, lodging and regularly scheduled commercial airline ticket costs. (c) Courier sezvices, facsimile, and telephone expenses. Section 3.3 On or about tlse first two weeks of each moiltli d�ri�ig whicll Consulting Services are rendered hereund�r, DTA shall pxesent ta City an invoice covering the current Consutting Seivices perfarmed and tlie reimbursable expenses incurred pursuant to this Agrc�ment and exhibits the�eto. Such invaices sl�all be paid by City within thirty (30} days of the date of eacl�invoice. A 1.2% charge may be imposed against accounts which are not paid within 3a days of the date of each invoice. Sectian 3.4 Tl�e n�axiniun3 tatal fee amount set forth in Exhibit "B" ���ay be increased as a result of any expansion of the Consulting Services to be rendered hereunder pursuant to Section 2.3 or as provided in Exhibit "A" hereto. Section 3.5 Records of DTA's costs relatin� ta {i) Consulting Services per�'orrned under this Ab eement a��d (ii) r�i�nbursable expenses shall be kept and be available to City or to City's authorized representative at reasonable intervals during i�ormal busi��ess hours. ARTICLE TV OTHER OBLIGATIONS OF DTA Section 4.1 DTA agrees to perfonn the Consulting Services in accordance wit� Exhibit "A „ Sllould any errors caused by DTA`s negligence be found in sucl� se�vices or praducts, DTA will correct the�n at no additional charge by revising the work prod�icts called fnr in Eahibit"A"to eliminate the errors. Section 4.2 DTA will supply a[l taols and instrumentalities required ta perfarm the Consulting Ciry af Rerllands Puge 2 rYlello-Roos�pecial7'ux Ad�trrraistrrttio►:Ser•vices fot•CFD 1Vo.?OQI-1 Febrrsary 7,.2019 Services under the A�eeinent. Section 4,3 Neither t��is Agreeanei�t �ior any du#ies or obligatio�ls ui�der t11is Agreeinent may be assianed by DTA without the prior writt�n consent of City. However, DTA may subcontract portions of tY�e work to be performed hereunder to othez p�rsons or concerns pravided DTA notifies City of�he name and address of said pxoposed subcontractor and City either consents ar fails to respond to notif cation r�vith respect to the use nf any particular proposed subcontractor. Sectian 4.4 Iz�the performance of its Consulting Service hereunder, DTA is, and si�ali be deei�ned to be for all purposes, an ind�pendent contractor(and not an a�ent, officer, employee or representatzve of City)under any and all laws,whether existing or future. DTA is n�t aufihorized to make any r�presen�ation, contz'act or commitmen�on behalf of Cit�. Section 4.5 Insurance: (a) DTA shall secure the minimum insurance coverage descaribed below, and such insurance shaIl be priinaay and non-contributing with respect to any insurance ar self insurance pragratns maintained by City. . Worker's Cornpe►rsatio,z ay�d E��iployer's Liability insurance in the amount that meets the statutory z-equirennent shail be in force wi�h an insurance carrier acceptable to City. • Cot�zpl�ehetisive Conzrnet�cial �ener�al Liability insurance in the at�lou�it of o��e million dollars {$1,000,400) per occurrence and two million dollars ($2,000,000} aggregate shall be in force with an insurance carrier acceptable to City and name Ciry as additional insured. • Professiaraal Liability ins�irance in the amount of one znillion dollars ($1,000,00a} per claims made and two million doliaxs ($2,4Q4,400) aggregate shaIl be in force with an insura�ace carrier acceptable to City. - CoJzzfnercial Acctomobile Liability insurance with minimum limits of one �nillion dollars ($1,000,000)per occurrence,cambin�d single lim.it for bodily injury liability and praperty damage Iiability shall be in force and narr�e City as addi�io��al insured. This coverage sllall include all owned vehicles, hired and non�-owned vehicles, and employee non--own.ersl�ip �ehicles. (b} DTA shall instruct its insurance agent/broker to furnish properly executed certi�cates of insurance to City. . Certificates of insurance rvith endorsements shall clearly evidence coverage required above. • Certificates of insurai�ce s��all be subn�itted by tlie agent/broker directly either via email to Insurance@Cityo:fRedlands.org or U.S. Mail to: City of Redlands Risk Management Division P.O. Sox 3005 Redlands, CA 92373 City of Redlands Page 3 Mello-Raos Specral T'a.r,4d»rirristratioti Services fot•CFD Na.2001-1 Fcby�teary 7,2019 ARTICLE V OTHER 4BLIGATIONS OF CITY Sectio� S.1 City agrees to coz�piy with all reasonable requests of DTA and provide access to all documents r�asonably necessary to tl�e performance of DTA's duties �tnder this Agreement with the exception of those docuan�i�ts wi�ich Exhi�it "A" calls upoi�.DTA to prepaz-e. Section S.2 Neither this Agreement nor any duties or obli;ations under this Agreement may be assib ed by City withaut the prior written co�isent of DTA. Section 5.3 City, public agencies, landawners, DTAs and other parties dealing with City or involved in the subject developinent project re�erred to in Exhibit "A" will be furnislling to DTA various data,reports,st�dies,corz�puter printouts and other inforn�ation and representations as to the facts involved i�a tl�c project which City understands DTA vviIl be�tsing and relying upon in preparing the reports,st��dies, computer printouts and ather work products calIed fox by Exl�ibit "A." DTA s��all not be obligated to establish or verify the accuracy of t�.e information furnished by or on behalfi of City, nar sl�all DTA be responsible for the impact or effect on its wark products af the infonnation furnished by or on behalf of �ity,in the event that suci�information is in error and t�►�r�forc infiz�oduces ez�ror inta DTA's work products. Section 5.4 City agrees to defend, indemnify and hold DTA harmless from and against all abligations, losses, liabilities, damages, claims, attacl��ents, executions, demands, actians and/ar proceedings (collectively, "Clairr�s") a��d aIl costs and expenses in comiection therewith, i��cluding reasona3�te aftorneys'fees,arising out of or connected vcrith the performance of DTA's Consulting Seivices und�r t�is Agreement, except as may arise fro�n DTA's willful misconduct or negiigene�. In tl�at regard, Ci�y will indem�iify and hold DTA harnlless from any Clai�x�s arisi��g£irom, growii�g out af, or ii1 any way resulting from, exrors contained in data or information furnished by City or City's design�e to DTA for use in carrying out the Consulting Services called for by this agreement. If :for any reasan tiae indeinnification under this Section 5.4 is uzaavailable to DTA or insufficient to hald it harmless, t��ez�City shall contribute to the amount paid or payable by DTA as a result of such toss, liability, dainage, clairn, demand, action or proceeding in such propartion as is appropriate to reflect not only the reiative benefits received by City oza the one 1}and and DTA an tihe otller hand but also the relative fault of the City and DTA as well as any relevant equitable considerations; provided tlzat DTA's contribution obligations hereunder shall in no event exce�d the atx�ounts received by DTA under this A�eement. Sectian 5.5 In the event that court appearances, testimony or depositions are required of DTA by Caty in connectian with the set-vices rendered her�unde�•, City shail compensate DTA at a rate of$250 per haur and shali reimburse DTA for out-of pocket expe�ises on a cost basis. ART�CLE VI TERMINATION OF AGREEMENT Section 6.1 Either party inay tenninate or suspend this A�•eement upon thirty (30) days written notice. Unless ternniz�ated as provided herein, this A�reement shall continue in£orce uniil the Consulting Services set fortln in Exl�ibit "A" have been fully and caznpletely perfoni�ed and accepted by City and alI p�•oper invoices have been rendered and paid. Section 6.2 Sl�ould eiti�er pai�y default in the perforn�ance of this A�reement ar ma�erially breach any of its provisions, the other party at its option may terminate this Agreement by giving vvritten t�otification ta tl�e defaulting party. Such tcrminatioz� shail be effective upon receipt by the defaulting City of Redlands .�ugQ� Mello IZoos Specirrl Trtx A�Irttinist�•ation Selvices fot•CF1)No.200I-1 Feb1•ira�y 7,20I9 party, provided that the defaui�ing party shall be allowed ten {10} days in which to cure any default £ollowing receipt of notice af same. Section �.3 The covenants contained in �ections 3.1, 32, 4.4, 5.3, 5.4, 5.5 and all of Article VII shall suzvive the tennination of this Agreement. ARTTCLE VII GENERAL PROVISION� Section 7.1 Any notices to be given hereunder by either party to the other may be affected either by personal d�livery in writing or by inail. Mailed notices shall bc addressed to the parties at the addresses set forth belaw, but each party n�ay chan�e tl�e address by wrifiten i�otice in accordanc� wit11 the �irst sentence of this Section 7.1. Notices delivered persanaliy will be deemed communicated as of actual receipt. Mailed notices will be deezx�ed coimn�inicated as nfi two {2} days after rr�ailing. Citv Consultant Danielle Garcia, Director David Taussig, President Management �ezvices/�'inance DTA City of Redlands 5000 Birch Street, Suite b004 35 Cajan Street, Suite 10 Newport Beach, CA 92660 PO Sox 3005 {mailing} Redlailds, CA 92373 Section 7.2 This Agreement and �xl�ibits hereta supersede any and aIl agreem�nts, eitF�er oral or written, betw�en the parties hereto with respect to the re��deri�3g of the Consulting Services by DTA fox Cit�and c�ntains ali of the covenants and ab eerr�ents between ti�e parties wit��respect ta the rendering af such sezvices. Each party to this Agre�ment acicnowledges tliat na rep�•esentations, inducements, pron�ises, or agreeinents, orally or otl�erwise,l�ave bee�i made by any party, or auyo�3e acting oi�bel�al£of any party,regarding the Cons�lting Services which are nof entbodied herein, and that�o other agreement, statement, o�•promise not contained in this Agreement shall be valid or binding. Any�odification of this Agreement{including any exhibi�I�ereto)will be effective if it is iza writir�g and sib ed by tl�e party against whom it is sought to be enforced. �eetion 7.3 If any provisioz� in this AgreenZent is held by a court of competent jurzsdiction to be invalid, void, or unenforceabie, the remaining provisions will nevertl�eless coijtinue in full force without being impaired or invalidated in any way. Sectian 7.4 The prevailing party in any arbitration: or legal action brought by one party against thc other and arising o�t of this Agreement shall be entitied, in addition ta any other rig�ts and remedies it rnay have, to reimbursement for its expenses, including court costs and reasonable attorneys' fees, ia�cluding fees for use of in-house counsel by a party. The non-prevailing party shall be liable, to the extent aliowable under law, for ali fees and �xpenses of the arbitratar(s) and al! costs of the arbitratian. Section 7.5 Tilis Agreement shall be governed by and construed in accordance with the laws of the State of California. City of Redlands Page S Mello Roas Special Tax.4r1»tinistrrrtion Services fo1•CFD No. z001-1 FeGt•rrary 7,2019 IN WITNESS WHEREOF, this Agree�nent has been executed on the date and year first above written. DTA CITY OF REDLANDS � C�'�" By: �.... ` gy: � avid TausSig, Pres ent j .T nice cConnell, ,� Inte � ity Manager ATTEST: Je n Donaldson, City Clerk City of Redlar�ds Puge 6 Mello-Roos S,pecral Tax.�dminrstratron Services for CFD No. 2001-I Fe6r•uary 7,20I9 ExxYs�T A MELLO-ROOS SPECIAL TAX ADM�NISTRATYON SERVYCES COMMUNITY FACXLXTTES D�STRTCT N4. 2001-1 OF THE CITY OF REDLANDS SCOPE OF WORK Cansultant("DTA") shall provide financial cansultin� scrvices to assist the City of Redlands ("City ") in the adn�zzaistratian of City's Conununity Facilities District ("CFD"} No. 2001-1. The focus of these ser�iccs shalI be to detertnine the special tax rates and to facilitate the collection of the special taxes in fiscal year 2019-20 by the County of San Beri�ardino. The specific activities and tasks to be perforined under this Scope of Work include the followiz�g: Task 1 Land Use Research This task involves determining, gathering and organizing the land use data required ta apportion and collect special taxes, and includes the following s�ibtasks: 1.1 Subdivision Research: Identi�y and obtain copies of all final tract o�•parc�l maps for CFD No. 2001-1. Determine acreage for each parcel. L2 Development Research: Determine building pear�zait activzty as of January 1 of each year. Identify building permit issuance date,tract,and Iot for eacll new building. Review cunent Assessor Parcel maps to de��r�zline rr�hich parcel nu�nbers will be valid for each fiscal year. 1.3 Database Management: Create automated parcel database to include ail parcels. Data items will include Assessox Parcel Number, corresponding tract and lot number, acreage, and building pernait issuance date. Task 2 Classification of Praperiv_ This task involves appiication of the Rate and Meth.od of Apportionment of the Special Tax to determine the appropriate special tax classification for eacl�parcel located within CFD No. 2001-1, and includes the following subtasks: 2.i Exennpt Property: Identify all proper�y awned by pliblic agencies or entities atherwise exempt from the special tax and classify as exe�npt property. 2.2 Taxable Property: Identify ali taxable properties and classify each as "Deveioped Property," "Undeveloped Property," "Taxable Public Propei-�y" or "Taxable Propeirty Owner Assaciation Property." Assign each "Developed�'roperty" to the appropriate special tax class. City af Redlan ds Puge.4.1 Mello Itoas Specia!7'ax Adntinistrntiol�Servfces for•CFD No.Z001-1 Febrrraiy 7,20I9 Tas�3 Financia[Ana[vsis This taslc involves calculating the 5pecial Tax Requirement far each fiscal year and alloca�ing it to prop�rty in CFD No. 20Q 1-1, azxd includes tl�e foIlowing subtasks: 3.1 Determine Special Tax Requirement: Assist City witli tl�� preparatian of an ad�ninistrative expense budget. Confirm interest and principal paynaents. Determine any ather charges ar credits to tax levy. 3.2 2019-20 Specia� Tax Rates: Based oi� tax classi�'ications art�d special tax requirenient, co�npute tlle fiscal year 2019-20 special tax rates for all classi�catians of taxable property. Task 4 Report Preparation This task includes the preparation of an Annual S�ecial Tax Report containing the findin�s afthe financial analysis aa�d an explanation of the nnet�odoiogy employed to apportion the special taxes for CFD No. 2001-1. Included in the report is a iist of sp�cial taxes by Assessor's Parcel which can be used as the �xhibit to the resolution a�thorizing the levy and coll�ction of speeial taxes for fiscal year 2019-20? Task 5 Submittal of S�ecial Taxes to Countv of San Bernardino This task involves subinitting the speczal tax levy on ar before August i 0, of each year, or such other date speci�ed by t��e County of San Bei�nardino to the Auditar-Contxoiler for inclusion on the fiscal year 2019- 20 consoiidated praperty tax bills. The special tax levy will be subi��itted on magn�tic tape or other i��edia as specified by�he County. Task 6 Delin uent Pro er Owner Resear•c� This task involves the review and �esearch of Counry records to determine which parcels are delinquent in the payment of property and special taxes, and includes the following subtasks: d.l Delinquent Special Tax Repo�•t: Review special �ax payment information froin the County of San Beniardino. Determine which parcels are delinquent aud the correspoz�di��g arnount of delinquent special taxes. PrEpare repart summarizing tk�e amount of delinquent special taxes. 6.2 Collection of llelinquent Special Taxes: Assist City with the developmei�t of procedures to cure detinquent special taxes. Assist with the preparation of demand lett�rs as necessary. Task 7 Roll Chan es a�d Ad'usted Pro er Tax $ills This task invoives inonitoring any changes ta the secured tax roll which necessitate new or adjusted property tax bills. This task includes the calcuiation of new ar adjusted bills a��d tl�e preparation of requ�sts to ti�e County to prepare s�ich bills. City of Redlands Puge.�•2 Mello-Roos Specicrl Tttx,4rin:ir�istrution Selvices fot•CFD No.2001-1 Fe6ruary 7,20I9 Task 8 Responses to Propertv Owner Qaestians This task invol�es the provision of infonnatian to individuals and other intexested parties regarding the ainount and calculation of t11e special tax. Task 9 Monthlv Review of AIl Funds and Accounts Tl�is task involves continuous monitori�ig of fzscal age��t fina�icial statements for aIl funds and accoun�s fox C�D No. 2fl0I-i ta assur�the�scal agent is adhering to thc"Bond Indenti�re." Prepare monthly report af fi��ancial activity for all fiinds showing accouut bala�ices, interes� earnings and other revenues, and expenditures. Task 10 Meetin�s DTA will a�tend the City Council m�eting at wl�ich tlle resoiution authorizing t�►� tevy and collection of speciai taxes is scheduled far adoptioi�. Task 11 CFD Dxsclosare This task in�alves assisting City meet the annual disclosUre requirez�ents and includes the failowing subtasks: 11.1 Submit required data ta the California Debt and Investment Advisory Comrnission each Octob��• in co�xapliance with Section 53359.5 of the Governt�.�ent Code as stated in SB I464. 11.2 Provide special tax disclosure dacuments to City for resale properties purs�.iant to Section 1102.6b of the Civil Cade and Section 53340.2 of the Govern�ne�t Code as stated in SB 1464. 11.3 Assist City in the pxeparation of mafierial required by the District Contintizng Disclost�re Agreement. 11.4 Assist City in the pxeparation af material in compliance ruith Section 53411 of the Govexz�.z�r�ent Code as sta�ed in SB I65. 11.5 Assist City in the preparation of material in compiiance with SB i 029. il.b Assist City in the preparation of material in compliance with Section 12463.2 of the Go�ernment Code as stated in AB 2109. 11.7 Assist City pasting of material on City website in campliance with Section 53343.2 af the Government Code as stated in AB 1b6b. City of Redlnnds Puge�•3 Mclln-Roos Specxal�"ax Ar�r�rijtistration Selvices faa•CFD Na. 20Q1-1 Fc�6rr�ary 7,2019 EXHYSIT B MELLO-ROOS SPECIAL TAX ADMINISTRATION SERVICES COMMUNITY FACILITIES DISTRICT NO. 2001-1 QF THE CITY OF REDLANDS FEE SCHEDULE Professional Services Fee DTA shall charge the fallawing hourly fees for services related to Tasks I through 11: Managi�ig Director $2151Hour Vice Presid�nt/Engineer $2051Hour Manager $190/Hour Seniar Associate I� $170/Hour Seniar Associate I $1651Hour Associate II $16DIHour Assaciate I $150/Haur Researel�Associate II $1351Hour Research Associate I $1101Hour Subject to the limita�ions below, fees related to Tasks I through 11 shall not exceed$6,000 for fiscal year 2019�-20. Monthly proD ess paymen#s will be made by City upon presenfiation of invoic� by DTA providing details ar services r�ndered and expenses incurred. At City's reguest ser�ices in addition to those identified in the Scope of Work may be provided if the total fee required ta camplete Tasks 1 thraugh 11 is Iess than $6,000. Alternatively, if the Scope of Work can be completed for Iess than the maximum amount, only the hours actually expended will be billed. In addition to fees for services, City will reimburse DTA far t�avel, photacopying, database services or materials, facsimile and telephane calls, clerical ser�ices, and other out-of-pocket expenses, in an axx�.ount not to exceed$1,000. LIM�TATI4NS If the maximum amount has been exceed�d as a xesult of"extraordinary" consulting services required in connection with Task 8 or 9, suck� additional services in excess o�the maximunl shall be billed at the houz'ly rates Iisted abave. For the purposes of tliis sectzon, sezvices rendered in cannection with Task S or 9 which exceed$1,000 shall be considered extraardinary. Additronal se�vices othex than those necessary to a�nend errors on the part of DTA in Tasks 1 throu�h 11 are not covered by the rnaximurn fee listed above. h1tp;!llpcalhostfresoi¢eeslProposalc'A474�1RICALlFlredlands.ciVCFn]601-I Agrcemenl I N-20.doc Crty of RedCarads Prige B.I Mello-Roos Special Tax Adnrirristration Services far CFD No. 200I-I Fc�G1•rrary 7,2019