HomeMy WebLinkAboutContracts & Agreements_102-2002_CCv0001.pdf RESOLUTION NO. 6050
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF REDLANDS APPROVING A DEPOSIT AND
REIMBURSEMENT AGREEMENT WITH BIXBY LAND
COMPANY AND MAKING CERTAIN APPOINTMENTS
WHEREAS, the City Council (the "City Council") of the City of Redlands (the "City")
has received from Bixby Land Company (the "Owner") a request to institute proceedings for the
establishment of a community facilities district (the "District");
WHEREAS, under the Mello-Roos Community Facilities Act of 1982 (the "Act"), the
City Council is authorized to establish the District;
WHEREAS, the City intends to proceed with the formation of the District, provided that
the Owner advance certain funds to the City to pay for costs incurred in connection with the
District;and
WHEREAS, the City must appoint a special tax consultant and an appraiser in connection
with the fon-nation of the District;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF REDLANDS
DOES RESOLVE,DETERMINE AND ORDER AS FOLLOWS:
Section 1. The foregoing recitals are accurate.
Section 2. The officers and employees of the City are authorized on behalf of the City to
incur certain expenses in connection with the formation of the District; provided that such
expenses are paid for from amount deposited by the Owner pursuant to a Deposit and
Reimbursement Agreement, dated as of July 2, 2002 (the "Deposit Agreement"), by and between
the City and the Owner. The Deposit Agreement, in substantially the form submitted to this
meeting, be and the same is hereby approved. The Mayor of the City, and such other members of
the City Council as the Mayor may designate, the City Manager of the City and the Finance
Director of the City, and such other officers of the C as the City Manage-- may designate, (the
"Authorized Officers"} are, and each of them is, hereby authorized and directed, for and in the
name of the City, to execute and deliver the Deposit Agreement in the form submitted to this
meeting, with such changes, insertions and omissions as the Authorized Officer executing the
same may require or approve, such requirement or approval to be conclusively evidenced by the
execution of the Deposit Agreement by such Authorized Officer.
Section 3. David Taussig & Associates, Inc is appointed as the Special Tax Consultant
for the District and Bruce W. Hull & Associates, Inc. is appointed as the Appraiser for the
District. The Mayor of the City is authorized to execute agreements with such firms in
substantially the respective forms presented to this City Council.
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AGREEMENT FOR CONSULTING SERVICES
This Agreement is made and entered into this 2nd day of July 2002 by and between the City of
Redlands, a municipal corporation {hereinafter "City'') and David Taussig and Associates, Inc.
(hereinafter"Consultant").The City and the Consultant in consideration of the mutual promises and
conditions herein contained agree as follows.
ARTICLE I
TERM OF CONTRACT
Section 1.1 This agreement 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 II
SERVICES TO BE PERFORMED BY CONSULTANT
Section 2.1 Consultant agrees to perform the professional services for the City and to deliver
the work products to the City 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 23 hereof, are collectively referred to as the "Consulting Services."
Section 2.2 Consultant will detennine the method, details and means of performing the
Consulting Services. Consultants may, at Consultants' own expense, employ such assistance as it
deems necessary to perform the Consulting Services required by City under this Agreement.
Consultants shall conduct research and arrive at conclusions with respect to their rendition of
information,advice,recommendation or counsel independent of the control and direction of the City,
other than normal contract monitoring. All computer software (including without limitation
financial models,compilations of formulas and spreadsheet models),inventions,designs,programs,
improvements,processes and methods(collectively,the"Proprietary Models")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. City acknowledges and agrees that the consideration paid by City herein only
entitles City to a license to use the hard copy or electronically transmitted reports generated pursuant
to the Consulting Services and that any Proprietary Model that Consultant uses to generate such
reports is owned by,or is duly licensed from a third party to Consultant and is not being provided to
City hereunder. City acknowledges that DTA may have used reports and analyses that DTA
authored for other clients as base works or templates for the reports and analyses prepared.. for City
pursuant to this Agreement, and City acknowledges and agrees that DTA has the right to use the
reports and analyses that it authors pursuant to this Agreement as base works or templates for reports
and analyses that DTA authors for DTA's other clients, provided, however that DTA shall not use
any confidential information provided by City in such future reports and analyses. City
acknowledges and agrees that DTA has spend substantial time and effort in collection and compiling
data and information(the"Data Compilations")in connection with the Consulting Services and that
City of Redlands Page I
.Special Tax Consultant Services A412,2002
such Data Compilations may be used by DTA for its awn purposes, including, ithout limitation,
sale or distribution to third parties; provided, however, that DTA will not sell or distribute anv of
City's confidential information that may be contained in such Data Compilations, unless such
confidential information 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 City decision beyond the rendition of information,advice,recommendation or counsel.
ARTICLE III
COMPENSATION
Section 3.1 City agrees to pay Consultant for its Consulting Services a professional fee
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computed according to the fee Schedule attached asExhibit 'B" hereto.
Section 3.2 The City shall reimburse the Consultant for Consultant's out-of-pocket expenses
plus a 15'o 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 Cv. 535.00 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 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 City an invoice covering the current Consulting
Services performed and the reimbursable expenses incurred pursuant to this Agreement and exhibits
thereto. Such invoices shall be paid by City within thirty(30) days of the date of each invoice. A
1.2')X charge may be imposed against accounts which are not paid within 30 days of the date of each
invoice.
Section 3.4 The maximum total fee amount 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.
Section 3.5 Records of the Consultant's costs relating to (i)Consulting Services performed
under this Agreement and(ii)reimbursable expenses shall be kept and be available to the City or to
City's authorized representative at reasonable intervals during normal business hours.
City of Redlands Page 2
Lwcial Tax Consultant Services .rule.2, 200
ARTICLE IV
OTHER OBLIGATIONS OF CONSULTANT
Section 4.1 Consultant agrees to perform the Consulting Services in accordance with Exhibit
"A". Should any errors caused by Consultant's negligence ligence be found In such services or products,
Consultant will correct them at no additional charge by revising the work products called for in
Exhibit "A" to eliminate the errors.
Section 4.2 Consultant will supply all tools and Instrumentalities required 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 without the prior written consent of City. However, Consultant may
subcontract portions of the work to be performed hereunder to other persons or concerns provided
Consultant notifies City of the name and address of said proposed Subcontractor and City either
consents or fails to respond to notification with respect to the use of any particular proposed
subcontractor.
Section 4.4 Consultant is for all purposes an independent contractor. All personnel
employed by Consultant are for its account only, and in no event shall Consultant or any 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 is not authorized to make any representation. Contract or commitment on
behalf of City.
Section 4.5 Neither this Agreement,any duties or obligations under this Agreement,nor the
intentions or expectations of City will cause the Consultant to be a "public official" as that term is
used in Section 87100 of Title 9 of the California Government Code. City and Consultant agree that
Consultant is not a"public official" or "participating in governmental decision" as those terms are
used in Section 87100. The City 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 Consultant's Insurance to be Primarv-All insurance required by this Agreement
is to be maintained by Consultant for the duration of this Project and shall be primary with respect to
City and non-contributing to any insurance or self-insurance maintained by the City. Consultant
shall provide Citywith Certificates of Insurance and endorsements evidencing such insurance within
fifteen (15) days of execution of this Agreement, or prior to commencement of work, whichever
occurs first.
Section 4.7 Workers' Compensation and Employer's Liabil,
A. Consultant shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the duration of this Agreement in an amount which meets the statutory
requirement with an insurance carrier acceptable to the City. Such insurance shall be primary and
non-contributing to any insurance or self-insurance maintained by the City. The insurance policy
shall include a provision prohibiting cancellation of said policy except upon thirty(30) days prior
written notice to City(except for 10 days notice for nonpayn-tent). Certificates of Insurance shall be
delivered to City within fifteen(15)days of execution of this Agreement or prior to commencement
of work, whichever occurs first.
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tSLiecial Tax Consultant Services Juty 2,2002
B. Consultant expressly waives all rights to subrogation I t7 against the City, its officers,
employees and volunteers for losses arising from work performed by Consultant for City by
expressly waiving Consultant's immunity for injuries to Consultant's employees and agrees that the
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obligation to indemnify, defend and hold harmless provided for in this Agreement extends to any
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claim brought byor on behalf of any employee of Consultant. This waiver is mutually negotiated by
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the parties. This shall not apply to any damage resulting from the sole negligence of City, its agents
and employees. To the extent any of the damages referenced herein were caused by or resulted from
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the concurrent negligence of City, its agents or employees, the obligations provided herein to
indemnify,defend and hold harmless is valid and enforceable only to the extent of the negligence of
Consultant, its officers, agents and employees.
C. In the event Consultant is claiming it is exempt from the provisions of California Law
requiring Worker's Compensation Insurance coverage for the project that is the subject of this
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Agreement,Consultant shall provide City with a certificate that has been filed with the Contractor's
State License Board for the State of California confirming said exemption is applicable to this
Agreement. Consultant will the said certificate with the City prior to work commencing. Consultant
further agrees to indemnify, defend and hold harmless the City and its elected officials, agents and
employees from any and all fines,penalties and/or damages of any kind for violation of any law as it
relates to Consultant's failure to provide worker's compensation insurance,if said exemption from
worker's compensation coverage is found to not apply to Consultant for the project which is the
Subject of this Agreement.
Section 4.8 Hold Harmless and Indemnification. Consultant shall indemnify,hold harmless
and defend City and its elected officials,agents,and employees from and against any and all claims,
losses or liability, including attorney's fees, arising from injury or death to persons or damage to
property occasioned by any act, omission or failure of Consultant,its officer,agents and employees
in performing the Services required by this Agreement. Consultant's obligations under this provision
shall not be limited in any way by any terms of this Agreement, or the insurance limits.
Section 4.9 Assignment and Insurance. Consultant is expressly prohibited from subletting
or assigning any of the services covered by this Agreement without the express written consent of
City. In the event of mutual agreement between parties to sublet a portion of the Services, the
Consultant will add the subcontractor as an additional insured and provide the City with the
insurance endorsements prior to any work being performed by the subcontractor. Assignment does
not include printing or other customary reimbursable expenses that may be provided in this
Agreement.
Section 4.10 Comprehensive prehensive General Liability Insurance. Consultant shall secure and
maintain in force throughout the duration of the Agreement comprehensive general liability
insurance with carriers acceptable to City. Minimum coverage of one million dollars($1,000,000)
per occurrence and two million dollars(S-2,000,000)aggregate for public liability,property damage
and personal injury is required. City shall be named as an additional insured and the insurance policy
shall include a provision prohibiting cancellation of said policy except upon thirty(30) days prior
written notice to the City (10 days for nonpayment). Such insurance shall be primary and non-
contributing to any insurance or self-insurance maintained by City. Certificates of insurance and
endorsements shall be delivered to City within Fifteen (15) days of execution of this Agreement or
prior to commencement of work, whichever occurs first.
City ql'Redlands Page 4
V
,pecial Tax Consultant Services Juy 2, 2002
Section 4.11 Professional Liability Insurance. Consultant shall secure and maintain
professional liability Insurance throughout the duration of this Agreement in the amount of two
million dollars ($2,000,000) per claim made and policy aggregate. The insurance policy shall
me]tide a provision prohibiting cancellation of said policy except upon thirty(3)0)days prior written
notice to the City. Such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City (10 days for nonpayment). Certificate of liability insurance and
endorsement shall be delivered to City within fifteen (15) days of execution of this Agreement or
prior to commencement of work, whichever occurs first.
Section 4.12 Business Auto Liability Insurance. Consultant shall have business auto
liability coverage,with minimum limits of one million($1,000,000)per occurrence,combined single
limit for bodily injury liability and property damage liability. This coverage shall include all
consultant owned vehicles used on the project, hired and non-owned vehicles, and employee non-
ownership vehicles. The City shall be named as an additional insured and a certificate of insurance
shall be delivered to City within fifteen (15) days of execution of this Agreement or prior to
commencement of work, whichever occurs first.
ARTICLE V
OTHER OBLIGATIONS OF CITY
Section 5.1 City agrees to comply with all reasonable requests of Consultant and provide
access to all documents reasonably necessary to the perfon-nance of Consultant's duties Linder 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 City 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
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contract basis by Consultant of preliminary tax spread models for government agencies to determine
tax rates and other matters necessary to accomplish various improvements to realty for financing
Linder a Mello-Roos or other financing programs. In light of the foregoing, City will determine
whether or 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 1700(c)h
)h of Title 2 of the California Administrative Code.
Should City elect to conduct such a substantive review, then City 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. Thereafter, City shall conduct such review,or cause such
independent review to be conducted,prior to the making of any governmental decision relating to the
matters contained within the Scope of Work described in Exhibit "A". The parties do not intend and
nothing in this Section 5.1) 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
in Section 87100 of Title 9 of the California Governmental Code.
Section 5.4 City, public agencies, landowners, consultants and other parties dealing with
City or 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 Z�� project which City understands Consultant will be
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using and relying upon in preparing the reports,studies,computer printouts and other work products
City of Redlands Page 5
Special Tar Consultant Services July 2,2002
called for by Exhibit"A." Consultant shall not be obligated to establish or verify the accuracy of the
information furnished by or on behalf of City, nor shall Consultant be responsible for the impactor
effect on its work products of the information furnished by or on behalf of City, in the event that
such information is in error and therefore introduces error into Consultant's work products.
Section 5.5 In the event that court appearances, testimony or depositions are required of
Consultant by City in connection with the services rendered hereunder, City shall compensate
Consultant ata rate of$2150 per hour and shall reimburse Consultant for out-of-pocket expenses on a
cost basis.
ARTICLE VI
TERMINATION OF AGREEMENT
Section 6.1 Either party may terminate or suspend this Agreement upon thirty (30) days
written notice. Unless terminated as provided herein,this Agreement shall continue in force until the
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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 Agreement or materially
breach any of its provisions, the other party at its option inav 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 ten (10)days i which to cure
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any default following receipt of notice of same.
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Section 6.3 The covenants contained in Sections 5.5 and 5.6 shall survive the termination of
this Agreement.
ARTICLE VII
GENERAL PROVISIONS
Section 7.1 All contractual notices,bills and payments shall be made in writing and maybe
given by personal delivery or by mail. Notices,bills and payments sent by mail shall be addressed as
follows:
City Consultant
Bonnie J. Johnson 1301 Dove Street
Finance Director Suite 600
35 Cajon Street Newport Beach, Ca 92660
P. O. Box 3005
Redlands CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States
Mail. In all other instances, notices, bill and payments shall be deemed given at the time ofactual
delivery. Changes maybe made in the names and addresses of the person to whom notices,bills,and
payments are to be given by giving notice pursuant to this paragraph.
Section 7.2 This Agreement and exhibits hereto Supersede any and all agreements, either
oral or writtenbetween the parties hereto with respect to the rendering of service by Consultant for
City 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,promises,or agreements,orally or otherwise,have been made by any party,or anyone
Ciry qf'Redlands Page 6
Special Tax Consultant Services July 2,2002
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 in writing 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 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.
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 binding arbitration in accordance with the
commercial rules and regulations of the American Arbitration Association and the provisions of the
California Arbitration Act(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 City agree on
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one arbitrator,the arbitration shall be conducted by such arbitrator. In the event Consultant and City
do not so agree,Consultant and City shall each select an arbitrator and the two arbitrators so selected
shall select the third arbitrator. If there is more than one arbitrator, the arbitrators shall act by
majority vote. The parties may propose arbitrators from JAMS, ADR, ARC or any independent
arbitrator/neutral for dispute resolution. The parties are not required to hire an AAA arbitrator for
resolution of a dispute hereunder.
The decree oriudgment of an award rendered by the arbitrator(s)maybe entered in any court
having jurisdiction thereof.
Section 7.5 The prevailing 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 any other rights
and remedies it may 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
fees and expenses of the arbitrator(s) and all costs of the arbitration.
ARTICLE IIX
GENERAL CONSIDERATIONS
Section 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.
Consultant agrees that the key personnel shall be made available and assigned to the Project,
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and that they shall not be replaced without concurrence from City.
Section 8.2 Unless earlier terminated, as provided below, this Agreement shall terminate
upon completion and acceptance by City of the Services.
Section 8.3 This Agreement may be terminated by the City,without cause,byprovidinlily ten
(10)days prior written notice to the Consultant(delivered by certified mal 1,return receipt requested")
of intent to terminate.
City,of Redlands page 7
Special Tax Consultant Services July 2, 2002
Section 8.4 Upon receipt ofa termination notice,Consultant shall(I)promptly discontinue
all services affected, and (2)deliver or otherwise make available to City, copies(in both hard copy
and electronic form,where applicable),of any data, calculations,reports, estimates, summaries and
such other information and materials as may have been accumulated by Consultant in performing the
Services required by this Agreement. Notwithstanding the above,proprietary materials as defined in
Section 2.2 will be retained by Consultant.
Section 8.5 This Agreement, including the attachments incorporated herein by reference,
represents the entire agreement and understanding between the parties and any prior negotiations,
proposals or oral agreements are superseded by this Agreement. Any amendment to this Agreement
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shall be in writing, approved by the City Council of City and signed by City and Consultant.
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Section 8.6 This Agreement will be governed by and construed in accordance with the laws
ofthe State of California.
IN WITNESS WHEREOF,duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
City of Redlands, David Taussig &Associates, Inc.
("City") ("Consultant")
By: B
KARL N. (KASEY) HAWS DAVID O. TAUS��
Mayor President
ATTEST:
)Jkg�
Y- ,
Lorne Poyze
City Clerk, Ci y of Redlands
.1 f'ROI'OSAI--MELLO"REDLANI)S"vx s'I[:RNRI�At,('OA(Rll-'Mi�N'I' FINA12DOC
City qf'Redlands Page 8
keeial Tax Consultant Services July 2,2002
Exhibit A
SCOPE OF WORK
David Taussig & Associates, Inc. ("DTA") shall provide special tax consulting services
necessary to assist the City of Redlands (the "City") in the formation of a Community
Facilities District ("CFD") for the Western Realco/Bixby Land property. The CFD will
finance public improvements which will ultimately be owned and maintained by the City
and/or other public agencies.
Task 1. Preliminary Tax Spread
Prepare initial spread of special taxes(the"Tax Spread")based on acreage. Calculate special
taxes to support proposed Financing
Data necessary for Tax Spread shall be provided by Project Landowners andlor the Citywith
the assistance of DTA. The Pr j ect Landowners and/or the City are responsible for providing
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and verifying data describing types of projected development, improved property values,
development absorption rates, net taxable acreage, and the estimated cost of the public
improvements proposed to be financed. DTA shall rely on such data provided by the City
and Project Landowners, and shall not be responsible for verifying its accuracy. The City
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may hire an appraiser or other outside consultants to verify this data.
Task 2. Tax Spread Revisions
Based on input from City and Project Landowners, prepare revisions to Tax Spread. DTA
shall prepare tip to a total of eight Tax Spreads, utilizing various absorption,costs and bond
assumptions.
Task 3. Rate & Method of Apportionment and Public Report
Prepare the Rate and Method of Apportionment of Special Tax which describes the
methodology used to calculate the annual special tax levy for the CFD. Prepare the Public
Report, containing descriptions of the proposed public facilities, their estimated costs,
projected bonded indebtedness, the anticipated issuance date and maximum annual special
tax rates.
Task 4. Document Review and Preparation
Assist Bond Counsel and Underwriter's Counsel with the preparation of required documents,
including the Resolution of Intention, Resolution of Formation,various tables in the Official
Statement and related items. Also provide necessary data and advice to Bond Counsel
regarding,the implementation of the CFD, including policies which address changes in land
uses which occur after district formation, parity bonds tests, integration of reimbursement
programs from the State or other public districts or fee programs, and the formation of an
advisory board to make decisions regarding the issuance of parity bonds and/or the
enrollment of special taxes.
City of Redlands Page A.I
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,pedal Tax Consultant Services July 2,2002
Task 5. Meetings
DTA shall attend up to a total of three meetings. These meetings may be used to discuss or
present the Tax Spread, Rate and Method of Apportionment of Special Tax, Public Report,
or other items prepared by DTA. They may also be used for the protest hearing, or other
public meetings. After a total of three meetings attended by DTA have been completed,
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additional meetings will require fees beyond the maximum established in the Fee Schedule if
the budgeted amount has been completely expended based on hourly rates quoted herein.
Task 6. Bond Sizinp,
Assist Underwriter in sizing of bond issue (e.g., use of increasing debt service, capitalized
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interest, etc.) to establish an optimal schedule of bond sales to maximize funding capacity
and generate the greatest possible benefit to all interested parties, as well as to alleviate cash
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flow constraints.
Task 7. Special Tax Consultant Certificate
DTA shall prepare and execute a Special Tax Consultant Certificate confirming the adequacy
of special taxes to meet debt service requirements for first bond issue. If applicable, DTA
shall require an executed landowner information certificate from each Project Landowner
confirming net taxable acreage and other relevant data prior to executing the Special Tax
Consultant Certificate.
Task 8. Verbal ConsultinI4 Services
Provide verbal consulting services and advice to City and Project Landowners regarding the
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financing during the period in which Tasks I through 7 are being completed.
Task 9. Additional Consultin,2 Services
For additional fees, DTA shall complete other tasks related to financin-C,and administration
of the CFD as agreed upon by DTA and the City. Such tasks may include holding additional
meetings with various participants in the formation process, and preparing additional
computerized Tax Spreads, a detailed value-to-lien or overlapping debt analysis, and/or the
boundary map for the CFD.
City of'Redlands P a,.f,,-e A.2
Special Tax Consultant Services July 2,2002
Exhibit B
FEE SCHEDULE
Total compensation(excluding expenses) for completion of Tasks 1-8 in the attached Scope
of Work should a Community Facilities District be formed and a first bond issue be sold
shall be $22,500.
Prior to the sale of a first bond issue. DTA shall be remunerated for services based on the
hourly rates shown in Table I below,with invoices being submitted to the City on a monthly
basis. Upon the sale of a first bond issue,any remaining portion of the total fee shall be paid
from the proceeds of the issue. Should no bonds be sold, DTA shall only receive
remuneration for hours worked and out-of-pocket expenses.
Should more than one Project Landowner participate in the formation of the CFD,and should
one or more of these additional Project Landowners desire to be placed in a separate
Improvement Area or Zone from the first Project Landowner, additional time and materials
may be charged, up to a maximum of$6,000 per Improvement Area or Zone.
Table I
Hourly Rates
President - S 170/Hour
Vice President - S 165/Hour
Director - S155/Hour
Manager - $145/1-lour
Senior Associate - S130/Hour
Associate - S I I O/Hour
Financial Analyst - $ 95/Hour
Research Assistant - S 70/Hour
Consulting services related to the preparation of the CFD boundary map,annual collection of
special taxes,or the preparation of certifications or tax spreads for later bond issues,shall be
covered under a separate Agreement.
Any additional tasks assigned by the City if the total tce listed above has been exceeded shall
be charged at the hourly rates listed above. An excessive number of meetings (more than
three)or tax spread computer runs(more than eight)may also require additional fees. Such
additional fees shall be added to the"Total Fee"amounts listed above. The hourly fees listed
above apply for a twelve month period after CXCCLitiOfl of this Agreement,and are subject to a
cost-of-living increase after that period, and on an annual basis thereafter.
In addition to fees for services, the City shall reimburse DTA for travel, photocopying,
courier, facsimile, clerical, telephone expenses, and administrative charges, not to exceed
52,000.
City,of'Redlands Page B.1
kweial Tax Consultant Services July 2,2#