HomeMy WebLinkAboutContracts & Agreements_40-1991_CCv0001.pdf MASTER AGREEMENT
FOR PROFESSIONAL SERVICES
CITY OF REDLANDS, CALIFORNIA
EAST VALLEY CORRIDOR
ENGINEERING AND FINANCING
THIS AGREEMENT, made and entered into as of the —3rd day of
September 1 1991, by and between the CITY OF REDLANDS,
hereinafter called "the City", and NBS/LOWRY, INCORPORATED, Civil
Engineers, engaged in the business of performing and furnishing
engineering and planning services, hereinafter called "Consultant".
RECITALS
City requires the services of the consultant to provide the
necessary assessment engineering services, tax consulting for
Community Facilities Districts (CFD's) and other engineering
services for the consideration of requests for the formation of
assessment districts & CFD's and the assessment district
proceedings authorized by the City Council, and;
Consultant possesses the necessary skills and qualifications to
provide the services required by City;
NOW, THEREFORE, in consideration of these recitals and the mutual
convents contained herein, City and Consultant agree as follows:
1. CONSULTANT'S OBLIGATIONS
Consultant shall perform the following work as directed by the City
Engineer on an hourly basis or in accordance with the supplemental
agreement when a specific assessment district, CFD or special
project is authorized by the City Council:
A. Review and advice to City on proposed districts.
B. Presentations to City staff or review committee on
District formations.
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C. Review construction costs and related engineering studies
and develop specific project cost estimates.
D. 1913 Act Engineer's Report.
E. Reports and special tax methodology for CFD's.
F. Project estimates and reports for Maintenance Districts.
G. Review and audit of costs for facility acquisition.
H. Assuring compliance with prevailing wage rates and public
bidding procedures as recommend by Bond Counsel for
acquisition of developer constructed facilities.
I. Meeting with property owners.
J. Provide "billing to tax roll"' services and assist the
City in establishing an accessible data base for each
District.
K. Segregation of Assessment due to land division.
Any work performed on an hourly basis as described in this section
shall be only as directed by the City Engineer. Any work performed
under a supplemental agreement shall be pursuant to the detailed
scope of work for each authorized project, as shown in Exhibits "All
thru "E" attached hereto, or as attached to and made a part of the
supplemental agreement.
2. CITY OBLIGATIONS
City shall:
A. Receive all requests for assessment districts and
determine the action to be taken.
B. Set agenda and schedule for the Project Review Committee.
C. Prepare all agenda bills for City Council.
D. Assist Consultant by placing at its disposal all
available information pertinent to the site of the
project including previous reports and any other data
relative to design and construction of the project.
E. Examine all studies, reports, sketches, estimates,
specifications, drawings, proposals, and other documents
presented by Consultant and render necessary decisions
pertaining thereto within a reasonable time so as not to
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delay the work of Consultant.
F. Provide legal, accounting and insurance counseling
services as may be reasonably required for the project.
G. Designate, in writing, a person or persons to act as
representative of the City with respect to the work to be
performed under this Agreement; such person shall
transmit instructions, receive information, interpret and
define policies and decisions of the City with respect to
all items pertinent to the work covered by this
Agreement.
H. Give prompt notice to the Consultant whenever the City
observes or otherwise becomes aware of any defect in the
project.
I. obtain, with Consultant's assistance, approval of all
governmental authorities having jurisdiction over the
project and such approvals and consents from such other
individuals or bodies as may be necessary for completion
of the project.
3. PRQGRESS- MM -CQXPLETIO
Consultations on an hourly basis shall commence immediately when
authorized in writing by the City's designated representative. The
work under the supplemental agreement will begin within ten (10)
days after receipt of notification to proceed by City and be
completed within the time period specified in the supplemental
agreement. Extensions of time may be granted if requested by
Consultant and agreed to in writing by City Engineer. In
consideration of such requests, City Engineer will give allowance
for documented and substantiated unforeseeable and unavoidable
delays not caused by a lack of foresight on the part of Consultant,
or delays caused by City inaction or other agencies' lack of timely
action.
4. FEES TQ_BE PAID TQ !gQNSULTANT
Fees for consultations or other work on an hourly basis shall be
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based on the current hourly rates. A copy of the present "Schedule
of Hourly Billing Rates" is included as listed in Exhibit 'IF".
Fees for work on a specifically authorized district shall be in
accordance with the supplemental agreement for the project. No
other compensation for services will be allowed except those items
covered by supplemental agreements per Paragraph 7, Changes in
Work.
5. PAYMENT OF FEES
A. Consultant shall submit itemized billings on a monthly
basis indicating services performed and/or hours worked.
Payments shall be made monthly in accordance with
invoices submitted.
B. Consultant shall be reimbursed for out-of-pocket expense
as set forth in Exhibit "FII attached hereto or as set
forth in any supplemental agreement.
C. Consultant shall maintain time records, accounting
records, and vouchers with regard to all services
performed on an hourly billing rate basis, and City shall
have the right to examine such records and Consultant's
records of all cost items incurred or charged in
connection with the project.
D. Exhibit 'IF", Schedule of Hourly Billing Rates, is subject
to revision on or about July 1 of each year to reflect
salary and wage increases.
E. Interest will be charged and shall be applied to any
unpaid balance commencing thirty (30) days after the date
of the original invoice (the delinquency date) at a rate
of ten (10) percent per annum.
6. FINAL SUBMISSIONS
The Consultant shall prepare and submit the work as set forth in
Section 1 hereof in a timely manner and to conform to a calendar of
proceedings as jointly established and agreed to by City, Bond
Counsel, major property owners and Consultant except for delays
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beyond the Consultant's control.
7. gHMGBS IN FORK
If, in the course of this contract and design, changes seem merited
by Consultant or City, and informal consultations with the other
party indicate that a change in the conditions of the contract is
warranted, Consultant or City may request a change in contract.
Such changes shall be processed by City in the following manner:
A letter outlining the required changes shall be forwarded to
City or Consultant to inform them of the proposed changes
along with a statement of estimated changes in charges or time
schedule. After reaching mutual agreement on the proposal, a
supplemental agreement shall be prepared for approval by the
City Council. Such supplemental agreement shall not render
ineffective or invalidate unaffected portions of the
agreement. Changes requiring immediate action by Consultant
or City shall be ordered by City Engineer who will inform a
principal of consultant's firm of the necessity of such action
and follow up with a supplemental agreement covering such
work.
8. TERMINATION
This Agreement may be terminated by either party by giving fifteen
(15) days written notice in the event of substantial failure to
perform in accordance with the terms hereof by the other party
through no fault of the terminating party, or if action of any
third party prevents continuation of the Project herein described.
9. OWNERSHIP OF DOCUMENTS
All documents, including estimates, specifications, notes, and
other data, are and remain the property of the Consultant as
instruments of service, but shall be available for inspection by
the City. The original and record drawings become the property of
the City who will, at the Consultants request, furnish the
Consultant with reproducible prints of the drawings at the
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Consultant's expense.
10. ESTIMATES
Since the Consultant has no control over the cost of labor and
materials, or over competitive bidding and market conditions, the
estimates of construction costs provided for herein are to be made
on the basis of his experience and qualifications, but the
Consultant does not guarantee the accuracy of such estimates as
compared to the Contractors' bids or the Project construction cost.
11. SPECIAL PROVISIONS
The City and the Consultant each binds himself and his partners,
successors, executors, administrators, and assigns to the other
party of this Agreement and to the partners, successors, executors,
administrators, and assigns of such other party, in respect to all
covenants of the Agreement; except as above, neither the City nor
the Consultant shall assign, sublet or transfer his interest in the
Agreement without the written consent of the other. Nothing herein
shall be construed as creating a personal liability on the part of
any officer or agent of any public body which may be a party
hereto.
12. ADDITIONAL CONSULTANTS
The City shall have the right to approve in advance any consultants
or subcontractors engaged by the Consultant to perform any services
under this Agreement.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties
through their duly authorized representatives as of the date first
hereinabove written.
CITY OF REDLANDS
By: r:
Deputy City Clerk, City of" grids Tithe": Mayor
NBS/LOW'RY I INCORPORATED
By:
T' le: I - d f
Approved as to form this
day of
1991.
— City Attornl
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EXHIBIT A
DETAILED ASSESSMENT DISTRICT SERVICES
The following paragraphs are intended to encompass all duties and
responsibilities of the "Engineer of Work" and the "Assessment
Engineer," as such terms are customarily used in proceedings under
the Municipal Improvement Act of 1913 and the Improvement Bond Act
of 1915. In addition, Consultant shall be responsible for
providing public information with regard to the Assessment District
for City.
Consultant shall perform all work necessary to assist the City in
processing the Assessment District. The work shall include but not
be limited to the following as directed by the City:
A. MaRRI, - Prepare maps (boundary maps and assessment diagrams)
and related documents required under the Municipal Improvement
Act of 1913 .
B. Engineer's Report - Prepare the Engineer's Report required by
the Municipal Improvement Act of 1913.
C. Property Listings - Prepare and keep current the following
lists for all properties:
A mailing list of the record owners of all parcels within
Assessment District including assessment number and the
assessor's parcel number, legal description, mailing
address of owner, value of land and improvement, and
amount of assessment.
An alphabetical list of the record owners of all parcels
within Assessment District.
D. Printing and Mailing of Notices - In connection with formal
hearings to be held, arrange for printing and mailing of
notices prepared by the bond counsel. Prepare and arrange for
printing and mailing general information material to all
property owners in accordance with the legal time schedule.
Arrange for printing of hearing and posted notices and posting
as required by said Act. Remove posted notices promptly after
hearings.
E. Testing of Assessment Criteria - Review all alternative
criteria or methods of assessment for the individual parcels
of land. Hold meetings with the City staff, affected land
owners, bond counsel, and financial consultant on a periodic
basis for review and testing of assessment criteria.
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F. Bond Sale Information - Provide information necessary for the
bond counsel or financial consultant, including but not
limited to: information for bond opinion; information to be
included in an official statement to be issued by the City to
bond purchasers, including all information contained in the
Engineer's Report; and general information and data regarding
the Assessment District.
G. Informal Meetings - Attend informal meetings held for the
purpose of disseminating information to the public. Prior to
such meetings, prepare and assemble information for purposes
of making a complete and factual presentation. Prepare
sufficient copies of written information for public
distribution.
H. Formal Hearings - Attend all hearings held under said Act,
fully prepared to present all necessary testimony and to
respond to all public comments. Prior to the Hearing, prepare
a booklet for each member of the City Council and each staff
member consisting of a proposed agenda, Engineer's Report,
summary of construction bids, tabulation of final assessment
on each parcel of land, alphabetical list of ownership, and
general information. Prior to conclusion of the hearing,
tabulate all protests and file a written summary thereof with
the City Clerk.
I. Filing Assessment Documents - After the final hearing for the
formation of the Assessment District, file the assessment
diagram, roll and notice of assessment with the appropriate
public officials, such as the City Clerk, Superintendent of
Streets, County Recorder, County Surveyor, Treasurer or Paying
Agent, and other City and County Officials.
J. Final Assessment Notices - Prepare final assessment notices
and arrange for mailing said notices to property owners, as
requested and confirmed by the City Council at the hearing.
K. Unpaid Assessment List and Bonds - After expiration of the
cash collection period, prepare a paid and unpaid list of
assessments.
L. Treasurer's Report - Assist in the preparation of a
Treasurer's Report of unpaid assessments.
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EXHIBIT B
DETAILED COMMUNITY FACILITIES DISTRICT SERVICES
The following paragraphs are intended to encompass all duties and
responsibilities of the Special Tax Consultant as outlined for
district formation in the State of California, Mello-Roos Community
Facilities Act of 1982:
A. Public Facilities Report - Prepare report pursuant to Section
53321.5 of the Government Code (the Mello-Roos Community
Facilities Act of 1982) , i.e. , description of work, adequacy
of facilities and cost.
B. Review Cost Estimates, Plans and Specifications - Review cost
estimates, plans and specifications for the proposed
improvements as provided by proponents and design engineer.
C. Alter-native Methods - Develop and review alternative methods
for establishing special tax giving consideration to:
0 Protection to City that sufficient revenue will be
developed annually to pay principal and interest.
0 Ease of administering for annual billings.
0 An escalator clause for long-term projects.
0 Flexibility for land use changes.
0 Existing and future land parcels.
D. Methodol M - Assist in preparing the methodology for
determing and apportioning the annual amount of special taxes
as well as the maximum annual amounts of special taxes.
E. Support Information - Provide data and schedules to support
the special tax formula.
F. Mapping - Prepare map of proposed boundaries of the Community
Facilities District and related documents.
G. Mailing and Recording Notices - Provide for mailing of
notices, if required, and recording of boundary map.
H. Review meetings - Consultant will meet with City staff, bond
counsel, financial consultant, bond underwriter, property
owners and developers as required.
I. Public Hearing - Attend public hearing.
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EXHIBIT C
DETAILED MAINTENANCE DISTRICT SERVICES
The following paragraphs are intended to encompass all duties and
responsibilities of "Engineer of Work" and the "Assessment
Engineer" as such terms are customarily used in proceedings under
the Landscaping and Lighting Act of 1972:
PHASE I
Services described within Phase I are intended to provide data to
assist the City as to the practicality of proceeding with formation
of the District.
A. Improvements and services - Make preliminary determinations of
the improvements to be provided and/or serviced and
maintained. These determinations will include improvements
for:
0 City wide street lighting.
Existing and future parks.
Existing and future landscaped areas including easements,
parkways, retention basins, open space, etc.
B. Information Gathering and Analysis - Assemble cost estimates
provided by the City, including incidental costs for
providing, maintaining and servicing the above-identified
improvements. Review any proposed and final construction
plans.
Establish and schedule the following:
0 Design requirements.
Facility and land acquisition and dedication
requirements.
0 Construction and improvement acceptance requirements.
0 Cash flow requirements.
C. Preliminary District Boundaries - Make preliminary
determinations of the land benefited from the proposed
improvements. Examine alternative benefit zones by the
analysis of benefits such as:
0 Location and classification of City parks.
0 Existing and projected land use.
Location, degree and level of tract entry and streetscape
landscaping for the various tracts.
D. Alternative Methods of Assessment - Prepare alternative
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criteria or methods of assessment, and develop a preliminary
assessment spread. It is anticipated that several benefit
zones that provide varying assessment levels will be
established for each improvement, such as:
City Parks
Landscape maintenance that benefits the city as a whole.
Park development that benefits the city as a whole.
° Agricultural, undeveloped and non-residential land.
Landscaping Improvements
Classification of levels of landscaping and relative costs.
E. Preliminary spread and Testing - Review and discuss the
preliminary assessment criteria and spread with the City, and
legal counsel. If necessary, modify criteria and/or spread to
fulfill the needs and requirements of all interested parties.
F. Preliminary spread - Based upon the results of the
aforementioned reviews, discussions, and modifications;
prepare a written report regarding the preliminary assessment
spread to present to City staff and Council. Report to be in
sufficient detail to permit the City to make determination on
proceeding with formation of District.
G. Limitation - Preliminary mapping, general zones of benefit,
and typical assessments only during this phase, to be refined
to specific boundaries and parcels if District proceeds to
Phase II.
PHASE II
Services described within Phase II are those necessary under the
Act for the formation of a Landscape and Lighting Maintenance
District. These services include providing information to legal
counsel for the preparation of resolutions and notices; preparing
the engineer's report; arranging for the printing, mailing and
posting of notices, as required; and filing documents, as required,
with the City Clerk, County Auditor and State Board of
Equalization.
A. Engineer's Reeport(s) - Prepare Engineer's Report{s} which
consists of the following four parts:
1. Plans and Specifications.
2. Cost Estimates.
3. Assessment Roll.
4. Assessment Diagram of the District and Benefit Zones.
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B. Legal Descriptions Assemble and/or prepare legal
descriptions, as required, for submittal to the State Board of
Equalization.
C. Property owner Listing - Prepare alphabetical list of the
record owners of all parcels within the Assessment District,
including assessor's parcel number and assessment amount.
D. Printing and Mailing of Required Notices - In connection with
formal hearings to be held arrange for printing and mailing of
required notices prepared by legal counsel, in accordance with
the legal time schedule,
E. Formal Hearings - Attend public hearings fully prepared to
present all necessary testimony. Prior to the hearing,
prepare booklets for the City; consisting of a proposed
agenda, general information on District, diagrams, and a
summary of the Engineer's Report. Prior to conclusion of the
hearing, tabulate all protests and file a written summary
thereof with the City Clerk,
F. File Required Documents - Upon formation and confirmation of
assessments, file required documents with the City Clerk,
County Auditor and State Board of Equalization.
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EXHIBIT D
DETAILED ACQUISITION DISTRICT SERVICES
The following paragraphs are intended to encompass all duties and
responsibilities of the "Engineer of Work" and the "Assessment
Engineer", as such terms are customarily used in proceedings under
the Municipal Improvement Act of 1913 and the Improvement Band Act
of 1915 for an acquisition district. In addition to all paragraphs
contained in Exhibit "A", Detailed Assessment District Services,
Consultant shall also be responsible for providing the following
services:
A. Review all payment demands as presented by owners, for the
acquisition of public facilities by the City. Review shall
consist of eligibility for acquisition pursuant to codes and
acquisition agreements and the reasonableness of the cost.
B. Prepare a detailed analysis of information for acquisition of
improvements and file a report on the recommended acquisition
cost for said facilities to be acquired by the City.
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EXHIBIT E
DETAILED ANNUAL TAX ROLL SUBMITTAL SERVICES
In addition to the establishment of assessment districts, and CFD's
and the continuation thereof, as applicable to maintenance
districts, consultant will provide annual tax roll services for the
City. These services, in general, include the submittal of charges
on magnetic tape to the County Auditor for placement and collection
on the ensuing tax roll; and verification of acceptance by the
County Auditor of all charges. Additional services provided, by
district, are as follows:
A. ASSESSMENT DI_STIRISTS - Acquisition and Construction.
1. Schedule - In order to meet Auditor deadlines establish
schedule for the tax roll submittal.
2 . District Man4agaent - Assist the City in determining
service charges, debt service requirements, and credits
to be applied.
3. Data Base - Update data base to current tax year. Assure
segregations comply with statue requirements.
4. Tax Roll - Submit magnetic tape and required documents to
the Auditor and verify acceptance of charges.
5. Final Charges - Update data base, if required, and
provide record of final, accepted charges to the City.
B. COMMUNITY FACILITIES DISTRICT
Following formation, the annual tax is levied by ordinance pursuant
to Section 53340 of the Government Code. The following tasks are
typically performed by Consultant in assisting counsel in the
preparation of said resolution.
1. Schedule - In order to meet Auditor deadlines establish
schedule for the confirmation of the annual tax and tax
roll submittal.
2. Cost Estimate - Prepare estimate of project expenses for
the ensuing year, including:
Debt Service.
Collection Costs.
Bond Administration Costs.
Administrative legal and engineering
expenses.
Surplus or Deficiency in Redemption Fund.
Contributions, Credits and Interest
Earnings.
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3. Data Base - Update data base to current year and
reapportion tax formula as required by assessors parcel
number.
4. TaX ARAIysis - Prepare, by assessor parcel number, a
comparison of the maximum tax allowed and the tax to be
levied in the ensuing year.
5. Tax Roll - Submit magnetic tape and required documents to
the Auditor and verify acceptance of charges.
6. Find Changes - Update data base, if required, and
provide record of final, accepted charges to the City.
C. MAINTENANCE DZSTRIM
Annually, the following work is required by the Act in order to
levy the annual assessment.
1. Schedule - In order to meet Auditor deadlines, establish
schedule for the confirmation of the annual levy and tax
roll submittal.
2. Data Base - Update data base and corresponding benefits
to current year.
3. En deer's Report(s) - Modify Engineer's Report(s) to
reflect revisions in costs, district boundary and benefit
zones, and review with the City.
4. Formal Hearings -- Attend public hearings as required by
the Act, fully prepared to present all necessary
testimony. Prior to the hearing, prepare general
information on the district(s) . Prior to conclusion of
the hearing, tabulate all protests and file a written
summary thereof with the City Clerk.
5. riling Assessment Documents - After the final hearing for
the Assessment District, file the required documents with
the proper officials.
6. Tax Roll - Submit magnetic tape and required documents to
the Auditor and verify acceptance of charges.
7. Final Changes - Update data base, if required, and
provide record of final, accepted charges to the City.
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Is" SUPPLEMENTAL AGREEMENT
TO AGREEMENT FOR
PROFESSIONAL SERVICES
(MASTER AGREEMENT)
THIS 1$t SUPPLEMENTAL AGREEMENT to the above described "Master
Agreement" as approved by the City Council of the City of Redlands
is made and entered into as of the day of
, 1991, by and between CITY OF REDLANDS, a
municipal corporation, hereinafter referred to as "CITY" and
NBS/LOWRY INCORPORATED, hereinafter referred to as "CONSULTANT".
RECITALS
City requires the necessary services of Consultant to provide
special tax consulting and to assist in the formation of a
Community Facilities District (CFD) referred to as CFI? No.
(East Valley Corridor) .
NOW, THEREFORE, City and Consultant mutually agree to supplement
the above referenced agreement as follows:
1. CONSULTANT'S OBLIgATION
The following paragraphs are intended to encompass all duties and
responsibilities of the Special Tax Consultant as outlined for
district formation in the State of California, Mello-Roos Community
Facilities Act of 1982:
A. Public Facilities Report - Prepare report pursuant to
Section 53321.5 of the Government Code (the Mello-Roos
Community Facilities Act of 1982) , i.e. , description of
work, adequacy of facilities and cost.
B. RevieW C2stEstima e P sns a :d s e i .ic t o s - Review
cost estimates, plans and specifications for the proposed
improvements as provided by proponents and design
engineer.
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C. Alternative Methods - Develop and review alternative
methods for establishing special tax giving consideration
to:
° Protection to City that sufficient revenue will be
developed annually to pay principal and interest.
Ease of administering for annual billings.
° Flexibility for land use changes.
a Existing and future land parcels.
D. Nethodplogy - Assist .in preparing the methodology for
determining and apportioning the annual amount of special
taxes as well as the maximum annual amounts of special
taxes.
E. SMRRort Information - Provide data and schedules to
support the special tax formula.
F. HARRing - Prepare map of proposed boundaries of the
Community Facility District and related documents.
G. Mailing and Recording Notices - Provide for mailing of
notices, if required, and recording of boundary map.
H. Review Meetincrs - Consultant will meet with City staff,
bond counsel, financial consultant, bond underwriter,
property owners and developers as required.
I. Public Rearing - Attend public hearing.
2. ADDITIONAL SERVICES
When authorized in writing by the City, Consultant shall perform or
obtain from consultants or subcontractors approved by City,
additional services in connection with the Project not otherwise
provided for in this Agreement. Said additional services shall be
paid for by City as provided in Section 5 of the Master Agreement.
. PERIOD 4F SERVICE
Work shall begin within ten (10) calendar days after receipt of
notification to proceed by the City. Work shall proceed in a
diligent manner to conclusion according to a schedule approved by
the City. Extensions of time may be granted by the City in
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accordance with Section 3 of the Master Agreement.
4. FEES TO BE PAID To CONSULTANT
City shall pay Consultant for services described under Section 1 of
this Supplemental Agreement on an hourly rate basis in accordance
with the most current "Schedule of Hourly Billing Rates". A copy
of the present "Schedule of Hourly Billing Rates" is included as
Exhibit "F". The fee for these services is estimated at $75,000.
Upon the execution of this Agreement, any payments made by or
billed to City by Consultant on an hourly rate basis for this CFD
pursuant to the Master Agreement shall be credited to and be
considered as included in the estimated fee set forth above in this
Section.
IN WITNESS WHEREOF, this Supplement to the Master Agreement has
been executed by the parties through their duly authorized
representatives as of the date first hereinabove written.
NBS/LOWRY INCORPORATED CITY OF REDLANDS
Galea N. Peterson, P.E. Charles Gff. rjyn X
Title: Vice President Title: Mayor
Date: Bate: 9-18-91
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EXHIBIT F
SCHEDULE OF A0UD | Y A | | | | NG RATES
Effective July l'\991
Engineering/Planning Design and Drafting
Senior Principal $135,0Senior Designer $70.00
Principal 115,00 Designer 6i00
Principal Engineer/Planner 95.00 Senior Drafter 55�00
Senior Engineer!Planner 85�00 Drafter 45.00
Engineer/Planner 7K0Engineering Technician 40.00
Assistant Engineer/Planner 5I0
(onstrucMon Management Surveying
Principal Engineer/Construction Mgr 2.DxDirect Salary Principal Surveyor $95.00
Senior Engineer/Construction Mgr 2.8xDirect Salary Senior Surveyor 85�08
Resident Engineer/Construction Eng 2.8xDirect Salary Supervising Surveyor 70.00
Assistant Construction Engineer 2,8xDirect Salary Survey Technician 600
Inspector 2.RxDirect Salary Survey Crew(3 Persoril 175.00
Survey Crew(2 Person) 140,00
Travel Time 5O%xCrew Rate
Mileage(Survey Truck) .6006}y
�SERVICES AND EXPENSES
Systems Analyst/Sr Financial Analyst $85.00 Computers:
Programmer/Financial Analyst 65,00 Mainframe Connect Time $30.00/Hour
Senior Technician 55.00 PCConnect Time 10.00Hoor
Technician 45�00 Disk Storage(Per Mb) $15J0N6unth
Executive Sem Assistant 600 Reports: ($25OOMinimum)
Secretary 40.00 Lines Printed .02/Lme
Word Aide 3l00 CPU Time .50/Smmnmd
Photocopies ]0/Copy
k6|ooge .32/Mile
Subsistence At Cost
Other Expenses Cost+l5%
Billing rates ioc|odmoverhead and are m6ioct to incmueseoch year due to union 6nr8oinioQ agreements and
cost o|living increases.
Alate payment FINANCE CHARGE will baapplied to cinyunpaid balance,commencing m4irt"13Qdays after the date nfthe original
immim,ot the maximum interest rate allowed kvlow.
6/9l
EN"GiNEERS & PLANNERS
\11LOWRY 0920 Vio hon'efa PO.Ex 281110
C.r Dieao'W ito fq is San New,Cd'Omic
92127-1704 9219,�'-GIIUO
T 1 619 485-1500 h,6619 487-7068
A65-029.001
September 11, 1991
Mr. Jim Wheaton
City Manager
CITY OF REDLANDS
30 Cajon Street
P. 0. Box 3005
Redlands, CA 92373
SUBJECT: EAST VALLEY CORRIDOR
ENGINEERING/TAX CONSULTING AGREEMENT
The enclosed Master Agreement for professional services
incorporates all of the necessary services which may be required
for the subject project. We have enclosed two (2) copies of this
agreement for your review and execution. If you need additional
copies, please let me know. Please return one fully executed
copy for our files.
We look forward to working with you again on this very exciting
project.
GALEN N. VLON P.E.
Vice President
GNP:jlb
Enclosure
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Int MAAJACnc
OiC6FFicr-
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AGREEMENT FOR UNDERwRTrlNG SERVICES
TliIS AGREEMENTO madt this _ day of August 1091,by and between the City of
Redlands, California (hereinafter called the "City") and N. K. McPhail & Co.,Solana
Beach, California (hereinafter called the "Underwriter"):
W I I NESSE I H ;
WHEREASt the City proposes to initiate Community Facilities District proceedings
for die, acquisition and construction of infrastructure facilities and a fire station (the
*project")-and
WHEREAS, the City requires assistance in the development of a sound, equitable
and practical fmanchig plan to implement the Project by taldng into consideration
sources of capital funds and cash flow requirements, annual costs, the allocation of those
costs, statutory requirvigents and restrictions, and alternate methods, if applicable; and
WHEREAS, the City requires the services of a municipal bond underwriter
ex per,IcnceA in underwriting Mello-Roos Donds, to assist in financial pUnning. to
purchase the bonds at negotiated sale, and to facilitate the sale and distribution of the
bonds; and
WHEREAS, the City has dote-nninud that the Underwriter is qualified by training
and cxporienee to perform said services;
NOW, THEREFORE, it is mutually agreed as follows, to wit:
The City hereby employs the Underwriter and Underwriter hereby accepts such
employment to perforin the services, upon the terins, subject to the conditions, and in
consideration of payments as liefeinafter set forth. The Underwriter shall perform in a
diligent manner the following services.
1. Assemble, review and analyze available finAnCial and economic data and
information which may havo a gtaicral hearing on the program for financing die Project.
2. Based on the foregoing mialysis, prepare, a general review and description of the
Project atid outline the possible methods of financing such Project, the advantages and
disadvast tages of each method, the general legal and practical requirements or
restrictions Ali vablc: to vAch method and their attendant costs.
3. Assist Bond Counsel with the preparation of necessary resolutions and other legal
documents and make recommendations as to the exact terms and conditions under which
obligations are to be issued and sold, including timing mid method of sale, final
amortization or repayment schedules, call and redemption haturft, provWons governing
the issuance of additional obligations, covenants and other provisions in order to secure
the best possible: interest rate on the obligations.
4. Prepare the text end other material for an Official Statement describing the
Project, the obligations, their security, mid economic and financial information on the
City.
5. If it is appropriate or desirable for any other public entity or non-profit,
corporation to participate in accomplishing the financing for the Project, the
Underwriter, in order to achieve maximum coordination of the proposed financing, shall
upon receipt of the approval of such other public entity or corporation, also serve as the
underwriter for such public entity or corporation under the terms and conditions hereof.
6. The Underwriter shall be available at reasonable times by telephone or at the
offices of the City to discuss oil a continuing basis the results of studies and analyses and
generate such additional information as descried or requested and consult with the City
as to financial aspects of any specific project then being considered.
?. Unless the private sale, of the City's obligations is prohibited by law, the City and
the Underwriter shall enter into a purchase agreement for the sale of the City's
obligations to the Underwriter as may be mutually agreeable to the City and the
Underwriter. The purchase of such obligations shall be subject to the standard and
customary conditions of obligations of a similar nature including an unqualified
approving legal opinion of Bond Counsel with respect to the validity and tax-exempt
status of such obligations. The City has retained the law firm of Bcst, Best & Krieger as
Bond Counsel for the project. That firm is hereby accepted as such "nationally
recognized' " Bond Counsel for purpose of this provision far so long as the agreement
between City and Bond Counsel. shall remain in effect.
It is understood that the Underwriter's compensation may be greater thaii the
discount to the extent that market conditions allow obligations to be resold at a price in
excess of their par value. The reasonable expectation of such premium, if any, shall be
taken itito account in determining the interest rate or rates and discount on the
obligations. The Underwriter hereby specifically agrees to use its best good faith efforts
in establishing the interest rato or rates and discount oil the obligations.
8. In accordance with the terms mid conditions of the purchase agreement, the
Underwriter shall, from the obligation spread, bear all sales, management, underwriting
and out-of-pocket costs and expenses, Including , without limitation, its counsel, travel,
telephone, telegraph, stenographic work and the like, incurred by thr, Underwriter in
performing the Undorwritor's duties and obligations, unless the City specifically agrees in
writing to the payment of sued costs, II)c Underwriter is Doi responsible for and shall
not be hold liable, for any other expense or expenditure in connection with the financing
program,
9. The term of this Agreement shall be two (2) years from the date hereof, but may
be canceled without cause by either party by 91vlDg the other party thirty (30) days
written notice of such cancellation Said notice to be sent certified mail to the following
address;
CITE. Or EA"NDS
P.O. Box 3995 Norman IC. McPhail
Redlands, Ca. 02373 N.K,McPhail & Co
030 Via Mll Cumbres
Solana A+ h, Ca. 92075
10. This Agreement shall not be amended except upon the express written
Agreement of the parties hereto to such amendment.
11. This Agreement and any documents or instruments attached hereto or referred to
herein integrate the terms and conditions mentioned herein or incidental hereto, and
sup,--rw& all negotiations and prior writing in respect to the subj6ot matter hereof. in
the event of conflict between the terms, conditions or provisions of this Agrwinent, and
any such document or instrument, the terms and conditions of this Agreement shall
prevail.
IN WrrNr-SS WJIERIFOr�, said City, has caused this Agreement to be properly
executed as of the date hereinabove, set forth.
Cily of Redlands
By:
Nuc McPhail citCU.
By:
U d-W LOA
BEST, BEST & KRIEGER
W#CLWNWM""W"Opow"&vowwwpm
LAWYER.
PALOA •P044"40 400 MISSION SQUARE ONTARIO
(610) 325-72AS4 3700 UNWICROMY AVENUE (1141 WAS-8664
PONT OFFICE BOX 101M
"ANCHU MIRAGE RIVER4109, CALIFORNIA 02802
(619) 569-24611 TELEPHONE (714) OSO-1400
YCLCOOPM0 (714) 6".2643
August 29, 1991
Members of the City Council
City of Redlands
30 Cajon Street
Redlands, California 92373
Re: Proposal for Special Counsel Services for Proposed
Certificates of Participation (1991 Solid Waste
Capital Facilities Program)
and
Proposal Regarding Performance of Legal Services in
Connection with Proceedings for the Establishment
of a Community Facilities District and Issuance of
Bonds and Compensation Therefor.
Ladies and Gentlemen:
The firm of Best, Best 4 Krieger will be pleased to serve
as special counsel in connection with the above-referenced
certificates of participation and as bond counsel in connection
with the above proposed community facilities district and proposes
to perform the following services on the basis set forth in this
letter.
Certificates of Particig4_tjon:
We will confer and consult with city staff on all matters
relating to the financing including participation in the review and
selection of appropriate financing methods. We will assist the
City in identifying the most advantageous method of financing based
upon our experience and we will attend all meetings of the city's
staff, consultants and underwriter at which financing methods are
to be discussed and analyzed for successful completion of the
financing.
Our services will include the preparation of all
agreements, resolutions, notices, certificate forms and all other
legal documents required by California law for the execution, sale
UT •M&N
LAW OFFICE& OF
BEST, BEST & KRIEGER
Honorable Mayor and
Members of the City Council
August 29# 1991
Page 2
and delivery of the Certif icates. We also will review any official
statement prepared on behalf of the City, and attend all meetings
in which any action in connection with the proceedings is to be
taken. we will also review any purchase contract pursuant to which
the underwriter proposes to purchase the Certificates.
Subject to completion of the financing to our satis-
faction, Best, Best & Krieger will issue its approving legal
opinion to the purchasers of the Certificates to the effect that
all proceedings have been legally undertaken for the authorization,
execution, sale and delivery of the Certificates, or other
transactions relating to the financing and that interest paid with
respect to the Certificates is excluded from gross income for
federal income tax purposes and is exempt from State of California
personal income tax. We will also issue appropriate supplemental
opinions and certificates as may be necessary or appropriate.
Finally, we will confer and consult with City officials
with respect to problems which may arise during the period of
servicing and payment of the Certificates and provide any and all
other services commonly expected of special counsel.
Our fee for the foregoing legal services will be the
amount computed pursuant to the following schedule based on the
total principal amount of Certificates to be sold:
Total Amount of
Certificates AuthQrJgpA Fee
$5,000,000 or less $30,060
$5,000,000 to $10,000,000 $30,000 plus . 25% of
the excess over
$5,000,000
$10,000,000 or more $42,500 plus .20% of
the excess over
$10,000,000
The above fees will be payable only upon completion and
sale of the Certificates from the proceeds of the financing, and
not otherwise. If other services are requested by the City which
are not within the scope of those outlined above, they will be
performed on a time basis at the hourly rate of the attorneys
involved. in the event this financing in not completed for any
reason, the City will have no liability for any fees incurred by
our firm with respect to the financing.
GE59
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Honorable Na►yor and
Members of the City Council
August 2$, 1991
Page: 4
in addition to the above fees, we will be raimburs.ed by
the city for any out-of-pocket expenses inured by us in: the
course sof our employment, such as long distance .t.+eelaephone calls,
telegrams, facsimile telephone transmission, massengear and courier
services, travel at the request of the appRropriato City officialer
duplicating, ocanputer time and the liker it is understood thatwe
are to order the printing of the certificates and bonds for the
account of the City. The bills for this service will come directly
to the City and will be paid from certificate or bond proceeds.
Respectfully submitted,
far`l' Fir st ph
of Boat, Best Krieger
GLS/dfs
TERMS OF MWLOYMENT APPROVED
THIS DAY OF
1951.
KudthorizjW 57f rcar of the
City of Redlands
c� x9