HomeMy WebLinkAboutContracts & Agreements_23-2001_CCv0001.pdf PRINCIPALS
Public Financeand Urban Economics David 0, Taussig
Susan M. Goodzvin
1301 Dove Street,Suite 600 Tel(949)955-1500 I41i0lell i%,fosei;nan
Newport Beach,CA 92660 Fax(949)955-1590 Ben-;amin E. Dolink'I
David P.Freudenbcrger
Andrea R. Roess
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT is made and entered into this 31 st day of January, 2041, by and between
City of Redlands, "Client", and DTA herein after called "Consultant." The Client 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 11
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 2.3 hereof, are collectively referred to as the "Consulting Services."
Section 2.2 Consultant will determine the method, details and means of performing the
Consulting Services. Consultant may, at Consultant's own expense, employ such assistance as it
deems necessary to perform the Consulting Services required by Client under this Agreement.
Consultant shall conduct research and arrive at conclusions with respect to its rendition of
inforniation, advice, recommendation or counsel independent of the control and direction of the
Client, other than normal contract monitoring.
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 the Scope of Work attached as 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, recommendation
or counsel.
Newpor"Beacli -Riverside-Sacraincnto
ARTICLE III
COMPENSATION
Section 3.1 Client agrees to pay Consultant for its Consulting Services a professional fee
computed according to the Fee Schedule attached as Exhibit "B" hereto.
Section 3.2 The Client shall reimburse the Consultant for Consultant's out-of-pocket
expenses plus a 10% 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 @ $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 the use of personal automobiles at 35c per mile,
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 Client 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 Client within thirty (30) days of the date of
each invoice. A 1.2% 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) the Consulting Services
perfor med under this Agreement and(;.i)reimbursable expenses shall be kept and shall be available
to the Client or to Client's authorized representative at reasonable intervals during normal business
hours.
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 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.
Cio of Redlands Page 2 of 6
Special Tax Consulting Services 11 1 ..
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 Client. However, Consultant
may subcontract portions of the work to be performed 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 of its 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 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 Neither 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 Title 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. The Client and Consultant also agree that no
actions and opinions necessary for the performance of duties under 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.
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 improvements to
realty for financing under a Mello-Roos or other financing programs. In light of the foregoing,
Client 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 18700(c)h of Title 2 of the California
Administrative Code. Should Client elect to conduct such a substantive review, 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. Thereafter, Client 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
City of Redfands Page 3 of 6
Special Tax Consulting Services January 31, 2001
Exhibit "A". The parties do not intend and nothing in this Section 5.3 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 Client, public agencies, landowners, consultants and other parties dealing with
Client 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 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." Consultant shall not 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 Claims arising from, 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
indemnification under this Section 5.5 is unavailable to Consultant or insufficient to hold it
harmless, then the Client shall contribute to the amount 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 under this Agreement.
Section 5.6 In 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.
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 Consulting Services set forth in Exhibit "A" have been fully and completely performed and all
proper invoices have been rendered and paid.
City of Redlands Page 4 of 6
Special Tar Consulting Services January 31, 2001
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 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 ten(10)days in which to cure
any default following receipt of notice of same.
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 Any notices to be given hereunder by either party to the other may be effected
either by personal delivery in writing or by mail. Mailed notice's shall be addressed to the parties
at the addresses appearing in the introductory paragraph of this Agreement, but each party may
change the address by written 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 two (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, promises, or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, which are not embodied herein, and that no other agreement,
statement, or promise not contained in this Agreement shall be valid or binding. 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 fall
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 Client agree
on 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
City of Redlands Page 5 of 6
Special Tax Consulting Services January 31, 2001
arbitrators so selected shall select the third arbitrator. If there is more than one arbitrator, the
arbitrators shall act by majority vote.
The decree or judgement of an award rendered by the arbitrator(s) may be 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.
Section 7.6 This Agreement will be governed by and construed in accordance with the
laws of the State of California.
IN WITNESS WHEREOF, this Agreement has been executed on the date and year first
above written.
CLIENT:
City of Redlands
By: ATTEST:
Pat Gilbreath, Mayor
By:f
� Y&F 'I�_(jity -Clerk
Date: February 6, 2001 Lor ie 1Po__
CONSULTANT:
David Taussig & Associates, Inc.
By: car
David Taussig, Presid
Date: January 31, 2001
J:\PROPOSAL\MELLO\REDLANDSXAGREEMEiNT DOC
City of Redlands Page 6 of 6
Special Tax Consulting Services January 31, 2001
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 Spring Pacific property. The CFD will finance public
improvements which will ultimately be owned and maintained by the City and/or other
public agencies.
Task 1. Preliminar-
y 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 and/or the City with
the assistance of DTA.The Project Landowners and/or the City are responsible for providing
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
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 up 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 ofrequired 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.1
Special Tax Consultant Services Februaty 12,21101
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,
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 Sizing
Assist Underwriter in sizing of bond issue(e.g., use of increasing debt service, capitalized
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
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 Consulting Services
Provide verbal consulting services and advice to City and Project Landowners regarding the
financing during the period in which Tasks I through 7 are being completed.
Task 9. Additional Consulting Services
For additional fees,DTA shall complete other tasks related to financing 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 Page A.2
Special Tax Consultant Services February 12,2001
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 ofthe 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 - $160/Hour
Vice President - $150/Hour
Director - $145/Hour
Manager - $135/Hour
Senior Associate - $120/Hour
Associate - $100/Hour
Financial Analyst - $ 85/Hour
Research Assistant - $ 65/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 fee 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 execution 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
$2,000.
J-kPROPOSAL\MELLOXREDLANDS'sow2-doe
City of Redlands Page B.1
k,ecial Tax Cvnsultin Services
February 12,21101
AVID PRINCIPALS
DTAUSSIG
Public Finance and Urban Economics David 0, Taussig
Susan M, Goodwin
Mitchell Mosesman
1301 Dove Street,Suite 600 Tel(949)955-1500 Benjamin E.Dolink-a
Newport Beach,CA 92660 Fax(949)955-1590 David A Frcudenberger
Andrea R. Roess
February 12,2001
Ms. Bonnie Johnson
Finance Director
City of Redlands
P.O. Box 3005
Redlands, California 92373
RE: Revised Scope of Work and Fee Schedule for Citv of Redlands
Dear Bonnie:
Pursuant to my conversation with Jim Cervantes, I have enclosed a revised scope of work and fee
schedule for the formation of a Community Facilities District for the Spring Pacific property. I have
reduced DTA's total fee to$22,500(plus expenses),under the assumption that the special tax will be
levied on an acreage basis and the Rate and Method of Apportionment will not be complicated. In
addition, I have limited the number of meetings to three and the number of tax spreads to eight.
Feel free to call me at (949) 955-1500 if you have any questions.
Very truly yours,
Andrea Roess
Director
Enclosure
J:kPROPOSAL\MELlff\REDIAND S\LTR3.doc
Newport Beach-Riverside-Sacramento