HomeMy WebLinkAboutContracts & Agreements_42-2014_CCv0001.pdf AGREE TIENT FOR CONSULTING SERVICES
THIS AGREEMENT is made and entered into this 9th day of April 2014, by and between the City of
Redlands at 35 Cajon Street, Suite 10, Redlands, CA 92373, herein called "Client," and David Taussig and
Associates, Inc.at 5000 Birch Street, Suite 6000,Newport Beach,CA 92660,herein after called"Consultant
or DTA." Client and 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 accepted as complete
by Client or(ii) until terminated as provided in Article 6 below.
ARTICLE 11
SERVICES TO BE PERFOWMED BY CONSULTANT
Section 2.1 Consultant agrees to perform the professional services for Client and to deliver the work
products to 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. Consultants may, at Consultants' 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 information, advice, recommendation or counsel
independent of the control and direction of Client, 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. Client acknowledges and agrees that the consideration paid
by Client herein only entitles Client 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 duty licensed from a third party to Consultant and is not being
provided to Client hereunder. Client 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 Client
pursuant to this Agreement, and Client 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 Client in such future reports and analyses. Client acknowledges and agrees that
DTA has spent substantial time land effort in collection and compiling data and information (the "Data
Compilations") in connection with the Consulting Services and that such Data Compilations may be used by
DTA for its own purposes, including, without limitation, sale or distribution to third parties; provided,
however,that DTA will not sell or distribute any of Client'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 Consultant possession of authority with respect to
any Client decision beyond the rendition of information, advice, recommendation or counsel.
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 Client shall reimburse Consultant for Consultant's out-of-pocket expenses. 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 $315.00 per hour, including typing, collation, printing and
typing,
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 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 _3)0 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 Consultant's costs relating to (i) Consulting Services performed under this
Agreement and(ii)reimbursable expenses shall be kept and be available to Client or to Client's authorized
representative at reasonable intervals during normal business hours.
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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.
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 Insurance:
(a) The vendor/contractor shall secure the minimum insurance coverage described below, and
such insurance shall be primary and non-contributing with respect to any insurance or self-
insurance programs maintained by the City.
• Worker's Compensation and Employer's Liability insurance in the amount that meets the
statutory requirement shall be in force with an insurance carrier acceptable to the City.
• Comprehensive Commercial General Liability insurance in the amount of one million
dollars(51,000,000)per occurrence and two million dollars('S2,000,000)aggregate shall be
in force with an insurance carrier acceptable to the City and name the City as additional
insured. !Three million dollars(S3,000,000)aggregate for projects with greater exposure.
01
• Professional Liability insurance. when applicable, in the amount of one million dollars
($1.000,000) per claims made and two million dollars (S2,000,000) aggregate shall be in
force with an insurance carrier acceptable to the City.
• Commercial Automobile Liability insurance with minimum limits of one million dollars
(51,000,000)per occurrence, combined single limit for bodily injury liability and property
damage liability shall be in force and name the City as additional insured. This coverage
shall include all owned vehicles, hired and non-owned vehicles, and employee non-
ownership vehicles.
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(b) The vendor contractor shall instruct their insurance agent broker to furnish properly executed
certificates of insurance to the City.
Certificates of insurance with endorsements shall clearly evidence coverage required above.
Certificates of insurance shall be submitted by the agent/broker directly either via email to
kbraunCa,citvofredlands.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 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 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 5.4 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 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 5.4 is unavailable to Consultant or insufficient to hold it
harmless, then 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 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
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contribution obligations hereunder shall in no event exceed the amounts received by Consultant under this
contri I ICI
Agreement.
Section 5.5 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 accepted by Client 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 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 (1 Q) days in which to cure any default following
receipt of notice of same.
Section 6.3 The covenants contained in Sections 3.1, 3.2, 4.4, 5.3, 5.4, 5.5 and all of Article VII
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 notices 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 the Consulting Services 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,
regarding the Consulting Services 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 vvill nevertheless continue in fall force without
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being impaired or invalidated in any way,
Section 7.4 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,including fees
for use of in-house counsel by a party. 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 7.5 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.
CONSULTANT: CLIENT:
David Taussig&Associates,,Inc. CjEy of Redlands
jV/
By:
avid Taussig.
e int
Date: Date:
ATTEST:
-I Agreema 14-15 doc
Sam Irwin
City Clerk, Redlands, California
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Mello-Roos Special Tax AdmMistration Services for CFP No. 2001-1 March 1,.2#14
EXHIBIT A
MELLO-ROOS SPECIAL TAX ADMINISTRATION SERVICES
COMMUNITY FACILITIES DISTRICT NO. 2001-1
OF THE CITY OF REDLANDS
SCOPE OF WORK
David Taussig&Associates,Inc.("Consultant")shall provide financial consulting services to assist the City
of Redlands("Client")in the administration of Client's Community Facilities District("CFD")No. 2001-1.
The focus of these services shall be to determine the special tax rates and to facilitate the collection of the
special taxes in fiscal year21014-15 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. Determine acreage for each parcel.
1.2 Development Research: Determine building permit activity as of January I of each year. Identify
building permit issuance date, tract, 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, acreage, and building permit
issuance date.
Task 2 Classification of Properly
This task involves application of the Rate and Method of Apportionment of the Special Tax to determine the
appropriate special tax classification for each parcel located within CFD No. 22001-1, 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,"
"t-Indeveloped Property," 'iaxable Public Property" or "Taxable Property Owner Association
Property." Assign each "Developed Property" to the appropriate special tax class.
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Task 3 Financial Analysis
This task involves calculating the Special Tax Requirement for each fiscal year and allocating it to property
in CFD No, 2001-1, and includes the following subtasks:
3.1 Determine Special Tax Requirement: Assist Client with the preparation of an administrative
expense budget. Confirm interest and principal payments. Determine any other charges or credits to
tax levy.
3.2 2014-15 Special Tax Rates: Based on tax classifications and special tax requirement,compute the
fiscal year 2014-15 special tax rates for all classifications of taxable property.
Task 4 Report Preparation
This task includes the preparation of an Annual Special Tax Report containing the findings of the financial
analysis and an explanation of the methodology employed to apportion the special taxes for CFD No. 2001-
1.
001-1. Included in the report is a list of special taxes by Assessor's Parcel which can be used as the exhibit to the
resolution authorizing the levy and collection of special taxes for fiscal year 2014-15.
Task 5 Submittal of Special Taxes to County of San Bernardino
This task involves submitting the special tax levy on or before August 10, of each year,or such other date
specified by the County of San Bernardino to the Auditor-Controller for inclusion on the fiscal year 2014-15
consolidated property tax bills. The special tax levy will be submitted on magnetic tape or other media as
specified by the County.
Task 6 Delinquent Property Owner Research
This task involves the review and research of County records to determine which parcels are delinquent in
the payment of property and special taxes, and includes the following subtasks:
6.1 Delinquent Special Tax Report: Review special tax payment information from the County of San
Bernardino. Determine which parcels are delinquent and the corresponding amount of delinquent
special taxes. Prepare report summarizing the amount of delinquent special taxes.
6.2 Collection of Delinquent Special Taxes: Assist Client with the development of procedures to cure
delinquent special taxes. Assist with the preparation of demand letters as necessary.
Task 7 Roll Changes and Adiusted Property Tax Bills
This task involves monitoring any changes to the secured tax roll which necessitate new or adjusted property
tax bills. This task includes the calculation of new or adjusted bills and the preparation of requests to the
County to prepare such bills.
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Task 8 Responses to Property the nerQuestions
This task involves the provision of information to individuals and other interested parties regarding the
amount and calculation of the special tax.
Task 9 MonthIN Review of All Funds and Accounts
This task involves continuous monitoring of fiscal agent financial statements for all funds and accounts for
CFD No. 2001-I to assure the fiscal agent is adhering 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 Meetings
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 S13 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 53359.5 of the Government Code as stated in S13 1464.
11.2 Provide special tax disclosure documents to Client for resale properties pursuant to Section 1102.6b
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 Agreement.
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Cello-RoosSpecial Tax Adminiviration Servicevfo
EXHIBIT B
MELLO-ROOS SPECIAL TAX ADMINISTRATION SERVICES
COMMUNITY FACILITIES DISTRICT NO. 2001-1
OF THE CITY OF REDLANDS
FEE SCHEDULE
Professional Services Fee
Consultant shall charge the following hourly fees for services related to Tasks I through 11:
Managing Director $210/Hour
Vice President $200/Hour
Manager $185/1-lour
Senior Associate/Engineer $165/Hour
Associate $155/Hour
Senior Analyst $145/Hour
Analvst $130/Hour
Research Assistant $105/Hour
Subject to the limitations below, fees related to Tasks I through I I shall not exceed $5,500 for fiscal year
2014-15. 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 Tasks I through
11 is less than $5,500. Alternatively, if the Scope of Work can be completed for less than the maximum
amount, only the hours actually expended will be billed.
In addition to fees for services,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 $1,000.
LIMITATIONS
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 Task 8 or 9 which
exceed $1.000 shall be considered extraordinary.
Additional services other than those necessary to amend errors on the part of Consultant in Tasks I through
I I are not covered by the maximum fee listed above,
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