Loading...
HomeMy WebLinkAboutContracts & Agreements_60-2011_CCv0001.pdf WA ID JAUSSIG J , 81 ASSOCIATES 5000 Birch Street, Ste, 6000-Newport Beach, C t?t:60 Phone., 949--955-1500-Fax- 949-955-1590 T[IIS ACzT EE °TE IT is tnaade and entered into this 26 day of May 2011, by and between the City of Redlands at 35 Cajon Street, Suite 10, Redlands,CA 92373, herein Called "Client." and DavidTaussig arid Associates. Inc, at 5000 Birch Street,; Suite 6000 Newport Beach, CA 92660, herein after called "Consultant." The Client and the Consultant in consideration of the mutual promises acid conditions herein containedagree as followws, ARTICLE I TERM OF CONTRACT Section 1.1 This a reeirient shall become effective on the date stated above and will continue in effect until the earlier of(i)that day when the services provided for herein have been performed or(ii)until terminated as provided in Article 6 below. ARTICLE I SERVICES TO BE PERFORMED BY CONSULTANT Section 2.1 Consultant agrees to perform the professional services for the Client and to deliver the work products to the Client as described in the Scope of Work statement attached as Exhibit "A" hereto, Such professional services and work products,as from time to time modified in accordance with Section 33 hereof, are collectively referred to as the "Consulting Services." Section2.2 Consultant will determine the method,details and rneatws of performing the Consulting Services. Consultants may, at Consultants' own expense.employ such assistance as it deems necessary to perforin the Consulting Services required by Client under this Agreement. Consultants shall conduct research and arrive at conclusions with respect to their rendition of infort-nation,advice,recommendation or counsel independent of the control and direction of the Client; other than normal contract monitoring. All computer software(including without limitation financial models,compilations of forniulas anal spreadsheet models),inv=entions,designs.,programs,improvements,processes and methods(collectively,the"Proprietary .vlodel `)used or developed by DTA in performing its work is proprietary and shall remain property owned solely by,or licensed by a third party to DTA. Client acknowledges and agrees that the consideration paid by Client herein only, entities; Client to as license to use;the hard copy or electronically transtr tted reports generatedpursuant to the Consulting Services and that any Proprietary Model that Consultant rases to generate such reports is owned by, or is duly licensed from a third party to Consultant and is not being provided to Client hereunder. Clientacknowledges that DTA may have used reports and analyses that DTA authored for other clients as lase works or templates for the reports: and an=alyses prepared for Client- pursuant to this Agreement, and Client acknowledges and agrees that DTA has the right to use the reports arid analyses that it authors pursuant to this Agreement as Vase works or templates fior reports and analyses that D T.,y authors for D"I'A's other clients, provided, however that: DTA shall not use any confidential Newpofit,Beach- Corporate Headquarters Y rt'°a,n,o— a'+erskle, i San Francis:R -Chkago DaS�as information provided by Client in such future reports and analyses. Client acknowledges and agrees that DTA has spend substantial tirne and effort in collection and compiling data and information (the "Data Compilations")in connection with the Consulting Servicesacid that such Data Compilations may be used by DTA for its own purposes, including, Without finlitati0ir., sale or distribution to third parties', provided7, however.that DTA will not sell or distribute any of Client's confidential it that may be contained in such Data Compilations, unless such confidential inforniation, is used only on an aggregated and anonymous basis, Section 2.3 Any proposed changes in the Consulting Services hereunder shall be submitted to the other party hereto, and any such changes agreed to by the parties shall be reflected in an amendment to Exhibit "A" in accordance with Section 7.2 hereto. Section 2.4 Nothing in this Agreement shall give the Consultant possession of authority with respect to any Client decision beyond the rendition of information, advice, recornmendation or counsel. ARTICLE III COMPENSATION Section .1 Client agrees to pay Consultant for its Consulting Services as professional fee computed according to the Fee Schedule attached as Exhibit "B" hereto. Section 3.2 'rhe Client shall reimburse the Consultant for Consultant's out-of-pocket expenses plus a 15% administrative charge. Expenses shall include all actual expenditures made by Consultant in the performance of any Consulting Services undertaken pursuant to the Agreement, including, without limitation, the following expenditures, (a) Cost of clerical assistance g $35.00 per hour, including typing, collation, printing and copying.plus copier and photography costs,including photographic reproduction of drawings and documents. (b) Transportation costs, including mileage for the use of personal automobiles at the prevailing IRS standard rate,rental vehicles,lodging and regularly scheduled commercial airline ticket costs. (c) Courier services, facsimile, and telephone expenses, Section 3.3 On or about the first two weeks of each month during which Consulting Services are rendered hereunder, Consultant shall present to Client an invoice coveritig the current Consulting Services performed and the reimbursable expenses incurred pursuant to this Agreement and exhibits thereto, Such invoices shall be paid by Client within thirty (3 0) days of the date of each invoice, A 1.214) charge may be irriposed against accounts which are riot paid within _3)0 days of the date of each invoice, Section 3.4 The maximum total fee arnount set forth.in Exhibit"B" may 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. Ort,ql'Redlands Page 2 llello-RoosSpecial Tax Administration Services.for CFP Na 2001-1 AAq 2, 011 Section 3.5 Records of the Consultant's costs relating to (i) Consulting Services performed under this Aureernent and (ii) reimbursable expenses shall be kept and be avallable to the Client or to Client's authorized representative at reasonable intervals during normal business hours. Z-- ARTICLE IV ,OTHER O'BLIGATIOINS OF CONSULTANT Section 4.1 Consultant agrees to perform the Consulting Services in accordance with Exhibit "A". Should ariv errors caused lav Consultant's neoli-ence be found in such services or products, Consultant will correct them at no additional charge by revising the,,vork products called for in Exhibit"A"to eliminate the errors. Section 4.2 Consultant will supply all tools and i ristrumen ta lities.requi red to perform the Consulting Services under the Agreement. Section 4.3 Neither this Agreement nor any duties or obligations under this<Agreement may be assigned by Consultant Nvithout the prior written consent of Client, However, Consultant may subcontract portions of the work to be perfort-ned hereunder to other persons or concerns provided Consultant notifies Client of the name and address of said proposed subcontractor and Client either consents or fails to respond to notification with respect to the use of any particular proposed subcontractor. Section <4.4 In the perfOrMance ofits Consulting Service hereunder, Consultant is, and shall be deemed to be for all purposes, an independent, contractor (and not an agent, officer, employee or- representative rrepresentative of Client)under any and all laws,whether existing or future. Consultant is not authorized to make any representation, contract or commitment on behalf of Client. Section 4.5 NNelther this Agreement, any duties or obligations under this Agreement, nor the intentions or expectations of Client will cause the Consultant to be a"public official" as that term is used in Section 87100 of itle 9 of the California Government Code, Client and Consultant agree that Consultant is not a"public official"or "participating in governmental decision" as those terms are used in Section 87100. Fhe Client and Consultant also agree that no actions and opinions necessary for the performance of duties Linder the Contract will cause the Consultant to be a "Public official" or "participating in a governmental decision" as those terms are used in Section 87100. Section 4.6 Insurance-. (a) The vendor:/contractor shall secure the nimirrium insurance co-verage described below. and such insurance shall be primary with respect to any insurance or self-insurance programs maintained by the City. (forkei's Conqwnsation and Uinj)lq�yers Liability insurance in the amount that mects the statutory requirement shall be in force with an insurance carrier acceptable to the City. ("onq),rehensive Commercial General Liabihq, insurance in the amount of one million dollars(S 1,000,000)per occurrence and two million dollars($2,000,000)aggregate shall be in force with an insurance carrier acceptable to the City and name the City as additional City qfRedlanth Page 3 Alello-Raos Special Tax Adiiiini.virtitioiiVeri,�icev.ftir CrDNO. 2001-1 Miy 2, 2011 insured. lThrce million dollars($1,000,000)aggregate for pr cjccts Nvith greater exposure.t fYQ�essional Liabiliy insurance, when applicable, in the amount of one- million dollars ($1,000,000) per claims niade and two million dollars ($2.,000,000) aggregate shall be in I Z1- force with an insurance carrier acceptable to the City. Cominei-cial Autom.obile Liability insurance with minuriurri limits of one million dollars (S 1.0 ,t per occurrence, combined single limit for bodily injury I iability and property damage liability shall be in force and name the City as additional insured. This coverage shall include all oww°ried vehicles, hired and non-owned vehicles. and employee non- ownership vehicles. (b) The vendor!contractor shall instruct their insurance agent/broker to furnish properly executed certificates of insurance to the City. Certificates of insurance shall clearly evidence coverage required above. Certificates of insurance shall be submitted by theagent,"broker directly either via email to kbraun` ;cityofrcdlands.org or U.S. Mail to: City of Redlands Finance Dept./Risk Management P.O. Box 3005 Redlands., CA 92373 ARTICLE V OTHER OBLIGATIONS OF CLIENT Section 5.1 Client agrees to comply with all reasonable requests of Consultant and provide access to all documents reasonably necessary to the performance of Consultant's duties under this Agreement with the exception of those documents which Exhibit "A" calls upon the Consultant to prepare. Section 5.2 Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Client without the prior written consent of Consultant. Section 5.3 Consultant frequently is retained by developers, landowners, and other persons and concerns interested in development projects which often eventually lead to the preparation on a. contract basis by Consultant of preliminary tax spread models for government agencies to determine tax rates and other matters necessary to accomplish various in to realty for financing under a Mello-Roos or other fina- ricingprograms. In light of the ,66regoing,Client will determine whetheror not it is appropriate to conduct a"significant substantive review" or a"significant intervening substantive, review"of Consultant's activities conducted pursuant to this Agreement as such terms are defined in Section 18700(c)h of Title 2 of the Call fornia Admini strative Code. Should Client elect to conduct such a substantive revic,,v, then Client shall determine whether it has sufficient expertise on staff to conduct such a review, and, if not, will retain an independent expert consultant to review Consultant's work. 'rhereafter,Client shall conduct such review, or cause such independent review to be conducted,prior to the making ofany governmental decision relating City of R edhill ds Page 4 ;hello-RoosSpecial CFD No. 2001-1 AfelY 2, 2011 to the matters contained within the Scope of Work described in F"xhlbit "A". The parties do not intend and nothing in this Section 53 is meant to imply that Consultant is a "public official." "participating in a governmental decision," or has a "financial interest" in the services provided as such terms are used 1,11 Section 87100 of Tirle 9 of the California Governmental Code, Section 5.4 Client, I I Client or 1, public agencies, landowners,consultants and other parties dealing with Cli involved in the subject development project referred to in Exhibit "A" will be furnishing to Consultant various data, reports, studies, computer printouts and other information and representations as to the facts involved in the project which Client understands Consultant will be using and relying upon in preparing the reports.studies,computer printouts and other work products called for by Exhibit"A." Consultantsballnot; be obligated to establish or verify the accuracy of the information furnished by or on behalf of Client, nor shall Consultant be responsible for the impact or effect on its work products of the information furnished by or on behalf of Client, in the event that such information is in error and therefore introduces error into Consultant's work products. Section 5.5 Client agrees to defend, indemnify and hold Consultant harmless from and against all obligations, losses, liabilities, damages, claims, attachments, executions, demands, actions and/or proceedings (collectively, "Claims") and all costs and expenses in connection therewith, including reasonable attorneys' fees, arising out of or connected with the performance of Consultant's Consulting Services under this Agreement, except as may arise from Consultant's willful misconduct or gross negligence. In that regard. Client will indemnify and hold Consultant harmless from any Clairris arising fro in. , growing out of, or in any way resulting from, errors contained in data or information furnished by Client or Client's designee to Consultant for use in carrying out the Consulting Services called for by this agreement. If for any reason the inde nini ft cation Linder this Section 5.5 is unavailable to Consultant or insufficient to hold it harmless,then the Client shall contribute to the arriount paid or payable by Consultant as a result of such loss, liability, damage, claim, demand, action or proceeding in such proportion as is appropriate to reflect not only the relative benefits received by the Client on the one hand and Consultant on the other hand but also the relative fault of the Client and Consultant as well as any relevant equitable considerations', provided that Consultant's contribution obligations hereunder shall in no event exceed the amounts received by Consultant Linder this Agreernent. Section 5.6 fn the event that court appearances,testimony or depositions are required of Consultant by Client in connection with the services rendered hereunder,Client shall compensate Consultant at a rate of $250 per hour and shall reimburse Consultant for out-of-pocket expenses on a cost basis. AR,nCLE VI TERMINATION OF AGREENIENT Section 6.1 Either party may terminate or suspend this Agreen-Lent upon thirty (30), days Nvritten notice. Unless terminated as provided herein, this Agreement shall continue in force until the Consulting Services set forth in Exhibit "A" have been fully and completely performed and all proper invoices have been rendered and paid. Section 6.2 Should either party default in the performance of this Agireenient or materially breach City of Redlands Page 5 Aiello-RoosSpecial hix Adniinistrafion ServicesforCFDA`o� 2001-1 Vqy 2, 2011 any of its provisions, the other party at its option may terminate this Agreement by giving written notification to the defaulting party. Such termination shall be effective upon receipt by the defaulting party, provided that the defaulting party shall be allowed tell (10) days in which to cure any default following receipt of notice of wame. Section6.3 The covenants contained in Sections 3.1, 3.2. 4A. 53� 5.4, 5.5, 5.6 and all of Article N111 shall survive the termination of this Agreement. A'RTICLE V11 GENEIZAL PROVISIONS Section 7. Anv notices to be Piveri hereunder by either party to the other maybe effected either by personal delivery in writing or by mail. N.—lailed notices shall be addressed to the parties at the addresses appearing in the paragraph of thl introductory is Agreement.,buteachparty may change the address bywritten notice in accordance with the first sentence of this Section 7.1. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of tvto (2) days after mailing. Section 7.2 This Agreement and exhibits hereto supersede any and all agreements, either oral or written, between the parties hereto with respect to the rendering of service by Consultant for Client and contains all of the covenants and agreements between the parties with respect to the rendering of such services. Each party to this Agreement acknowledges that no representations, inducements, promise,,, 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. Any modification of this Agreement(including any exhibit hereto)will be effective if it is inwritin9 and signed by the party against whom it is sought to be enforced. Section 7.3 If any provision in this Agreement is held by a court of competentJurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Section 7.4 Any controversy between the parties hereto involving the construction or application of any of the terms,covenants, or conditions of this Agreement will, on the written request of one party served on,the other, be submitted to bindiniz,arbitration in accordance with the commercial rules and regulations of the American Arbitration Association and the provisions of the California ArbitrationAct (Sections 1280 through 1294.2 of the;=California Code of Civil Procedure). 'The arbitration shall take place in Newport Beach. California. or such other location mutually agreed to by the parties. The arbitrator(s) shall be selected as follows: In the event that Consultant and Client agree oil one arbitrator, the arbitration shall be conducted by such arbitrator. In the event Consultant and Client do not so agree,Consultant and Client shall each select an arbitrator and the two arbitrators so selected shallselect the third arbitrator. If there is more than one;arbitrator, the arbitrators shall act by nraiorily vote. The parties may propose arbitrators front'TAMS,ADR. ARC or any independentarbitratot/ricutral for dispute resolution. The parties are not required to hire an AAA arbitrator for resoltition ofa dispute hereunder. The decree or judgment of an award rendered by the arbitrator(s)may be entered in any court having jurisdiction thereof, Qk�of Redlands Page 6 Aiello- rpt Special TaxAthydnivtration Serv,icesJilr CT 1)No. 2001-1 Ah , 201 Section 7.5 Theprevailing I party- in any arbitration or legal action brought by one party against the other and arising out of this Agreement shall be entitled. in addition to aftv Offier rig jits and remedies it rnav have, to reimbursement for its expenses, including court costs and reasonable attorneys' fees. The non- prevailing party shall be liable, to the extent allowable under law, for all tee; and expenses of the arbitrator(s) and all costs of the arbitration. Section 7.6 This Agreement will be governed by and construed, in accordance with the laws of the State ofCalifornia. IN WIT1\1ESS WHEREOF, this Agreement has been executed on the date and year first above written. CONSULTANT: CLIENT: David Taussitj,,& Associates, Inc. City of Redlands --la, Bv: By: - �avid Taus"sig, Pr�- Sent .e Date: Date: t ATTEST: Sam Irwin, aty Clerk Cils,qRedlands Page 7 T Alello-Roos.Vpecial Tav Adminharation Servicc's,forCF-D N"o. 2001-1 May,2,011 EX141BIT A MELLO-ROOS SPECIAL TAX ADMINISTRATION SERVICES COMMUNITY FACILITIES DISTRICTNO. 2001-1 OF THE CITY OF Ti;EDLANDS SCOPE OF WORK DavidTaussig&Associates,Inc, ("Consultant")shall provide financial consulting ser-,,-ices to assist the City of Redlands("Client" in the administration of Client's Corrununity Facilities District("CFD")No. 2001 The focus of these services shall be to determine the special tax rates and to facilitate the collection of the special taxes in fiscal year 2011-12 by the County of San Bernardino. The specific activities and tasks to be performed under this Scope of Work include the following: Task I Land Use Research This task involves determining,gathering and organizing the land use data required to apportion and collect special taxes, and includes the following subtasks: 1.1 Subdivision Research: Identify and obtain copies of all final tract or parcel maps for CFD No. 2001-1. Deterriaine acreage for each parcel. L2 Development Research: Determine building permit activity as of'January I of each year, ldenfif�,, building permit issuance date. tract, I and lot for each new building. Review current Assessor Parcel maps to determine which parcel numbers will be valid for each fiscal year. 1.3 Database Management- Create automated parcel database to include all parcels. Data items will include Assessor Parcel Number, corresponding tract and lot number, acreagel, and building perinit issuance date. Task 2 Classification of Provertv This task ins oIves application of the Rate and Method of Apportionment of the Special Tax to determine the appropriate special tax classification t-or each parcel located within CTD No. 2001-1, and includes the following subtasks: 2.1 Exempt Property- Identify all property owned by public agencies or entities otherwise exempt from the special tax and classify as exempt property. 2.2 Taxable Property: Identify all taxable properties and classify each as "Developed Property," "'U'ndeveloped Property." "Taxable Public Property" or "Taxable Property Owner Association Property." Assign each "Devefoped Property" to the appropriate special tax class, Ch),of Redlands Page A.I hello-luras Special T°Lv Adininisiration Services or C14)No. 2001-1 Afky.2,2011 Task 3 Financial Analvsis This task involves calculating the Special Tax Requirement for each fiscal year and allocating it to Viz° laertti in C:.F`l) No. 2001-1. and includes the following subta.sks; 3.1 Determine Special Tax Requirement- Assist Client ).with the preparation of an administrative e pense bud et. Confirm interest and principal payments. determine any other charges car credits to tax leN,y. 3,2 2011-12 Special Tax Rates: Based on tax classifications and special tax requirement compute the fiscal year 2011-12 special, tax rates for all classifications oftaxable le property. Task=1 Report Preparation This task includes the preparation of an annual Special Tax Report the findings of the financial analysis and an explanation of the methodology€mployed to apportion the special taxes for CFD No. 001- I. Included in the report is a list of special taxes by Assessor's Marcel which can he used as the exhibit to the resolution authorizing;the levy and collection of:special taxers for fiscal year 2011-12, Task 5 Submittal of Special Taxes to County of San Bernardino "phis task involves submitting the special tax lev-v on or before August 10, of each year, or such other elate: specified by the County of San Bernardinoto the uditor-Controller for inclusion on the fiscal year 2010-11 consolidated property tax bills. The special tax levy will be submitted on magnetic tape or other media a specified by the County. Task fi Delinquent Pr er!y Owner Research This task involves the rev=iew and research of County records to determine which parcels are delinquent in the payment ofproperty and special taxes, and includes the following subtasks: .1 Delinquent Special Tax Report: Review special tax payment information from,the.County of Sart Bernardino, Determine which parcels are delinquent and the corresponding amount of delinquent special taxes. Prepare report summarizing the arnount of delinquent special taxes. 6.2 Collection of Delinquent cent S ecial`Taxes: Assist Client with the development of procedures to cure delinquent special taxes. .Assist with the preparation of demand letters ars necessary. Task ? Roll C"han es and Adjusted Prcttterty Tax Bills This task i��olves monitoring ana, changes to the secured tax roll which necessitate new or adjusted property tax hills, This task includes the calculation of new or adjusted bills; and the preparation of'requests to the County to prepare such hills. City tj'1?ed1andv Page A, Alello- o s-:Vpeeial Tax.f1ta'ininistrati(m Servicesfor or CSF '1't), 2001-1 ,ahq 2,2011 Task,8 Responses to Pro UKEq, Owner Questions Thl,s, task involves the provision of information to individuals and other interested parties regarding the amount and calculation of the special tax;, Task 9 MonthIv Review of All Funds and Accounts This task involves continuous inonitoring of fiscal agent financial statements I-Or all funds and accounts for C No. 001-1 to assure the fiscal anent is adherinty to the "Bond Indenture." Prepare monthly report of financial activity for all funds showing account balances, interest earnings and other revenues, and expenditures, Task 10 Mee my Consultant will attend the City Council meeting at which the resolution authorizing the levy and collection of special taxes is scheduled for adoption. Task 11, CFD Disclosure This task involves assisting Client meet the annual disclosure requirements of SB 1464, the 1992 Mello- Roos Amendment Bill,, and includes the following subtasks: 11.1 Submit required data to the California Debt and Investment Advisory Commission each October in compliance with Section 533-59.5 of the Government Code as stated in SB 1464. 11.2 Provide special tax disclosure documents to Client for resale properties pursuant to Section 11016b of the Civil Code and Section 53340.2 of the Government Code as stated in SB 1464. 11.3 Assist Client in the preparation of material required by the Continuing Disclosure Agrceinent. City oj"Redtands ,Inge A 3 Ifello-Roos Special Tax Adiiiiiiivitatiott,' trvieesf4r)r CFPNo. 2001-1 AMY 2,2011 EXHIBIT l SIE LLCI-RODS SPECIAL TAX ADMINISTRATION ATION SERVIC-ES COMMUNITY FACILITIES DISTRICT NO. 2001-1 OF THE CITY OF REDLA DS FEE SCHEDULE Pro essionai Services Fe Consultant shall charge the following hourly fees for services related to ,['asks I through 11 Managing Director 205/1-lour Vice President S 195/flour Manager 1 0/1 our Senior-Associaterx'En inee 1 0/Hour Associate S 1 50/Hour Senior AnalystS 140/Hour Analyst 12 5/11oui Research Ass stunt 1 OO/Hou Subject to the limitations below, fees related to Tasks 1 through 1 l shall not exceed $6,000 for fiscal year 2011-12. Monthly progress payments will be made by Client upon presentation'of invoice by Consultant providing details or services rendered and expenses incurred. At Client's request services in addition to those identified in the Scope of Work may be provided if the total fee required to complete Ta ks 1 through 11 is less than $6,000. Alternatively, if the Scope of Work can be completed for less than the maxiniun amount, only the hours actually= expended will be billed. In addition to fees for sciwic>es.Client will reimburse Consultant for travel'. photocopying,database services or materials,facsimile and telephone calls,clerical services, and other out-of-pocket expenses,in an amount not to exceed $1.600, LUNUTATIONS If the maximum amount has been exceeded as a result of"extraordinary}" consulting services required in connection with Task 8 or 9, such additional services in excess of the maximum shall be billed at the hourly= rates listed above, For the purposes of this section, services rendered in connection with'Fask or 9 which exceed 51,000 shall be considered extraordinary. Additional services other than these necessary to amend errors on the Dart of Consultant in Tasks l through 11 are not covered by the maxirnurn fee listed above,