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CITY OF REDLAND8
THE REDEVELOPMENTAGENCY OFTHE CITY 0F REDLANDS
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made this 6th day of February, 2007, by and between the City of Redlands (the"City")
and the Redevelopment Agency of the City of Redlands, (hereinafter called the "City/Agency"), and Urban
Futures, Inc., a California corporation(hereinafter called the"Consultant"):
WITNESSETH:
VVHEFlEA8. the City is o California municipal corporation and the Agency is o duly constituted
redevelopment agency organized and existing under the laws of the EUobe of California and pursuant to
such |ewa is responsible for the administration of redevelopment activities within the City of Redlands;
and
WHEREAS, the Qty and Agency are in need of expert Financial Advinory, Redevelopment Planning,
Redevelopment Implementation, Continuing Disclosure and Bond Administration professional services;
and
VVHEREAS, as evidenced in Consultant's proposal to provide professional eemio*a. Consultant has
extensive experience in the professional disciplines required by the City/Agency; and
WHEREAS, after due investigation and deliberation, the City/Agency has determined that the Consultant is
qualified to provide the services contemplated herein by reason of its training,experience and knowledge.
NOW,THEREFORE, in consideration of the mutual undertakings herein,the parties agree as follows:
1. CONSULTANT RESPONSIBILITIES
The City/Agency hereby employs the Consultant and the Consultant hereby accepts such employment to
pedbnn the services, upon the tenna, subject to the condiUono, and in consideration of payments as
hereinafter set forth. The purpose of this Agreement is to enable the City/Agennyto acquire expert
Consultant eemioou in the professional disciplines of housing and commercial nehobi|iie1ion, economic
development and affordable housing programs imp|ementoUon, as described in Attachment ^A^. the
Scope of Professional Services. If the City/Agency requests professional services pursuant to this
Agreement, such services shall beconfirmed inwriting.
2. COMPENSATION
During the b*nn ofthis Agreement, City/Agency ehoU pay Consultant the fee and expenses described in
Attachment ^B^. the Schedule of Professional Fees. Said compensation aheU be considered full and
complete reimbursement for all of Consultant's costs associated with the services provided hereunder.
Consultant shall be paid in accordance with the City's/Agency's standard accounts payable system.
Invoices shall be approved by City's/Agency's Agreement Administrator prior to payment.
3. NAMED PERSONNEL
Consultant commits the principal personnel [iob*d below to provide services pursuant tothis Agreement for
the duration ofits term.
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Consultant's Principal Personnel:
Consultant has assigned Marshall Linn, President, as the primary contact for this agreement, |nthis role,
Mr. Linn will oversee all Consultant activities for this assignment. Mr. /NHo|hnan. Mr. Doug Anderson,
K4o, Eva Torres, @a. Anita MoCady, and yWo. Jennifer He|bnok may also provide assistance to the
City/Agency eaprojects and City/Agency may direct Consultant. |thas been determined that the services
of K8armhu|| Linn one necessary for the successful performance of this Agreement. Consultant shall not
replace unreasonably withheld. The
consent ofthe shall be given in writing within ten (10)days of the receipt of written notice from
the Consultant ofthe intent bz replace personnel. |fCity/Agency fails torespond toConsultant within ten(10)
days of notification by Consultant,said personnel replacement shall be deemed approved.
4. TERM
The term of this Agreement shall remain in full force unless terminated by either party. This Agreement may
be bennimabad without cause by *dbor party by giving the other party thirty (30) days written notice of such
oenne||ebon.
5. RELEASE OF NEWS INFORMATION
No news release, including photographs, public announcements or confirmation of same, or any part of the
subject matter of this Agreement or any phase of any program hereunder shall be made without prior written
approval ofCih/o/Agenoy'aAgreement Administrator
G. CONFIDENTIALITY OF REPORTS
Consultant shall keep ounOdendo| all ropode, information and data received, prepared or assembled
pursuant to performance hereunder and that City/Agency designates as confidential, Such information shall
not be mode available to any person, 5nn, corporation or entity without the prior written consent of
City/Agency.
7. CITY/AGENCY SUPPORT
City/Agency shall provide Consultant with any plans, publications, reports, statistics, records or other data or
information pertinent to the services to be provided hereunder which are reasonably available to
City/Agency.
8. INDEPENDENT CONTRACTOR
Consultant shall perform the services as contained herein as an independent contractor and shall not be
considered onemployee«fCity/Agency orunder City/Agency supervision orcontrol. This Agreement ioby
and between Consultant and Ch}04genoy, and is not intended, and shall not be construed, ;ocreate the
relationship of agent, servant, employee,partnership,joint venture,or association, between City/Agency and
Consultant.
& CONFLICT OF INTEREST
Consultant represents, warrants and agrees that it does not presently have, nor will it acquire during the
term of this Agreement, any interest direct or indirect, by contract, employment or otherwise,or as a partner,
joint venturer orshareholder (other than as a shareholder holding m one percent [I%] or less interest in
publicly traded companies) or affiliate with any business or business entity that has entered into any
uontect, subcontract orarrangement with City/Agency. Upon execution of this Agreement and during its
term, as appropriate, Consultant shall upon written requemt, disclose inwriting to City/Agency any other
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contractual or employment arrangement from which it receives compensation. Consultant agrees not to
accept any employment during the bonn of this Agreement by any other person, business or corporation
which employment will ormay likely develop aconflict ofinterest between City/s8\geng/ointerests and the
interests nfthird parties.
10. SUCCESSOR AND ASSIGNMENT
The services as contained herein are to be rendered by Consultant whose name is as appears first above
written and said Consultant aho|| not assign nor transfer any interest in this Agreement without the prior
written consent ofCity/Agency
11. INDEMNIFICATION
Consultant agrees ho indemnify, defend (upon request byCihy/4genoy) and save hamn|eusCi its
elected and appointed officials, offioena, agents and employees from and against any liability, expense,
including defense costs and legal fees, and claims for damages of any nature whatsoever, including, but not
limited to, bodily injury, death, personal injury or property damage arising from o, connected with
Consultant's nperationo, or its uemicee, acts and/or omissions honaunder, including any workers'
compensation euit. liability nrexpense, arising from or connected with the oan/ivan performed byoron
behalf ofConsultant byany person pursuant tothis Agreement.
12. INSURANCE
Without limiting Consultant's indemnification ofCUyA\Qency. Consultant shall procure and maintain at all
times during the |iha of this A0reemend, a program of insurance against claims for injuries to persons or
damages to property which may ahao from or in connection with podbnnanoe of the work hereunder by
ConauKant, its officers, representatives, agents o,employees, Consultant acknowledges that Section 3700
of the California Labor Code requires all employers to be insured against liability for workers'compensation
or undertake self insurance in accordance with the provisions of that Code Section. Consultant eoounaa
City/Agency that it will comply with the provisions of Section 3700 of the California Labor Code prior to
commencing any work hereunder. Fudher, prior to commencement of work pursuant to this Agneement.
Conou|tant, including any auboondnador, shall obtain all insurance required hereunder from o company or
companies acceptable to Cih/aA\g*noy'o Risk Manager. For the purposes of the Insurance Section of this
Agreement,City's/Agency's Risk Manager shall mean City's Finance Director.
e. Minimum Limits on Insurance
Consultant shall maintain limits ofnnless than:
1General Liability: $1 million per occurrence and $2 ni|Unn aggregate for bodily
injury, personal injury and property damage for products/completed operations and
any other activities undertaken by Consultant pursuant to this Agreement. If
Commercial General Liability Insurance or other forrn with a general aggregate limit
is used, either the general aggregate limit shall apply separately to Consultant's
sem|mmo rendered pursuant bmthis Agreement orthe general aggregate limit shall
betwice the required occurrence limit.
2. Automobile Liability: $1 million per mccunenua, combined single limit for bodily
death and property damage insuring against liability arising out ofthe use of
any vehidm, including, owned, kamumd, hired or borrowed and non-owned and
employee non-ownership vehicles.
3, Workers'Compensation and Employer's Liability insurance that meets the statutory
requirements ofthe State ofCalifornia.
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4. Professional Liability: $1million per claims made and $2million aggregate insuring
against any |ieti|dy arising out of professional ennm and/or omissions
("malpractice").
Modifications to the above noted minimum insurance limits may only occur upon
concurrence of both parties to this Agreement, confirmed in writing by Consultant and
City'e/Agenc/mRisk Manager.
b. Other Insurance Provisions-Commercial General and Automobile Liabili
The commercial general liability and automobile liability policies are to contain, or be
endorsed bocontain,the following provisions:
1. The CUyY\genny, its elected and appointed officia|s, offiumre, agents and
employees are tobenamed eeadditional insured with respect to:
(i) Liability arising out ofwork oroperations performed byoronbehalf ofthe
Consultant;or
(ii) Automobiles owned,leased, hired orborrowed bythe Consultant.
2. For any claims related to Consultant's services rendered pursuant to this
Agreement, the Consultant's insurance coverage eheU be primary insurance as
respects the Cih*Y\gency, its elected and appointed officia|o, officom, agents and
employees. Any insurance orself-insurance maintained by the CitfAgency, its
elected and appointed officials, officers, agents and employees shall be excess of
the Consultant's insurance and shall not contribute with it.
3. Each insurance policy required by this section shall be endorsed to state that
coverage nheU not be reduced or canceled by either porty, except after thirty (30)
days' prior written notice by certified mail, return receipt requested, has been given
hothe Cih/'o/Aganc/eRisk Manager.
4. Consultant's insurance shall specify that:
(i) itapplies separately toeach insured, against whom claim iomade orsuit ia
brought,except with respect iothe limits ofthe innuneesliability;
(ii) any failure to comply with reporting or other provisions of the required
po|icy, including breaches of wananty, aho|| not affect the coverage
required bzbeprovided;
(iii) the insurer m/aimau all rights of subrogation against any of the named
additional insureds;and
(iv) all costs of adjusting and/or defending any claim against any inauned,
including court costs and attorney's fees, ohm|| be paid in addition to and
shall not deplete any policy limits.
C.
Other Insurance Provisions-Workers'Compensation and Employer's Liabili
The following provisions apply to Consultant's workers' compensation and emp|oyo/s
liability insurance:
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1Consultant's and employees liability insurance policies shall
provide that the insurer waives all rights ofsubrogation against City/Agency and its
elected and appointed officials,officers,agents and employees.
2. If a"claims made" policy is provided, such policy shall be maintained in effect from
the date of performance of work or services hereunder until three(3)years after the
date the work or services are accepted as completed. Coverage for the post-
completion owr�d may be provided by renewal or replacement of the policy for
each of the
� three (3) years or by e three (3) year extended reporting period
endorsement which reinstates all UmKo for the extended reporting period. If any
such policy and/or policies have aretroactive date, that date shall benolater than
the date of fimd performance of work or momiuee hereunder. Renewal or
replacement policies shall not allow for any advancement ofsuch retroactive date.
Each such policy or policies shall include a standard "notice of circumstances"
provision.
t Acceptability of Insurers
Insurance is to be placed with insurers with a nunardA.K8. 8nat'o rating of no less than A:
VU, un|aoo the City's/Agency's Risk Manager approves, in vvhbng, insurers with o lower
A.M. Best rating.
g. Verification of.Coverage
Consultant shall furnish the Agency's Risk Manager with original certificates and
amendatory endorsements effecting coverage required by this paragraph. Verification of
coverage must be approved by the City's/Agency's Risk Manager before work commences.
If the life of this Agreement extends beyond the expiration date of Consultant's insurance,
Consultant shall cause its agent/broker to verify that Consultant's insurance is current using
the procedure identified inthis paragraph.
h. Failure to Provide or Maintain Insurance
Failure on the part of Consultant to procure or maintain required insurance shall constitute a
nnab»ha| breach of this Agreement upon which City/Agency may immediately terminate this
Agreement.
13.
In the fulfillment of the pnognorn established under this Agneement, either as to employment, upAnading,
demmUon,bansfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other terms of
compensation, selection for training, including apprenticeship orparticipation inthe program orthe receiving
of any benefits under the program, Consultant agrees not to discriminate nor to allow any subcontractor to
discriminate on the basis of race, oo|or, nneed, nu|iginn, natural ohgin, ancestry, uex, age, marital status or
physical disability.
14. COMPLIANCE WITH LAWS
The parties agree hobebound applicable federal, state and local laws, regulations and directives eothey
pertain tothe performance oythis Agreement.
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1E SEVERABILITY
In the event that any provision herein contained is held to be invalid,void orillegal by any court of competent
jurisdiction, the same shall bedeemed severable from the remainder of this Agreement and shall i
n no way
affect, impair orinvalidate any other provision contained henein. If any such provision mnao be deemed
invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or
breadth permitted bylaw.
16. INTERPRETATION
Noprovision of this Agreement imto be interpreted for or against either party because that party orthat
legal representative drafted such provision, but this Agreement is to be construed as if it were drafted
byboth parties hereto.
17. DISPUTES-ATTORNEYS FEES
|feither party hothis Agreement is required to initiate or defend litigation in any way connected with this
Agreem*nt, the prevailing party in such |itigahun, in addition to any other relief which may be Qnonhad,
whether legal or equitable, shall be entitled to reasonable attorney's fees, including fees incurred by a party
for use ofin-house counsel.
18. VV/%h/E]R
No breach of any provision hereof can be waived unless in vvhbnQ. Waiver ofany one breach of any
provision shall not be deemed to be a waiver of any other breach of the same or any other provision hereof.
19. NOTICE
Notices herein shall be presented in person or by certified or registered U.S. mail,as follows:
To Consultant: Urban Futures, |no..
3111N.Tustin Street, Ste.23O
Orange,California D2865-1753
Phone: (714)283-Q334
Fax: (714)283-9319
/#1n: K4amha||L|nn, President
ToCKy/Agency: City of Redlands
Redevelopment Agency ofthe City cfRedlands
City Hall
35 Cajon Street, Suite 2O4
' . - Box
Redlands,California 82373-15O5
Phone: (909)335-4755
Fax: (000)7Q8-75S3
Attn: City Manager/Executive Director
Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. Either party
may otany time change the address atwhich they are to receive notices by providing notice bmthe other
party.
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20. AGREEMENT ADMINISTRATOR
Following approval of this Agreement by the City Council and Redevelopment Agency Board of Directors,
this Agreement shall be administered by the City Manager/Executive O1recbor, or deakgneeo, in
accordance with the provisions ofthis Agreement (the ^Qb/'sA\gency'oAgreement Adminimtrator"). The
City's/Agency's Agreement Administrator shall have the authority to issue interpretations or waive
provisions to this Agreement on behalf of the City/Agency so long as such actions are consistent with the
City's/Agency's approved annual budgets and/or applicable policy directives.
21. ENTIRE AGREEMENT
This Agreemend, consisting of seven (7) pages and two (3) ottaohments, supersedes any and all other
oQnaemente, either oral or in writing, between the parties hereto with respect to the retention of Consultant
by OityoAgancyend contains all the covenants and agreements between the parties with respect to such
retention.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and
year first above written.
URBAN FUTURES, |NC..
By:
Marshall Linn, President
CITY OF REDLANDS ATTEST
Jon Harrison, Mayor City' Clerk-,'
REDEVELOPMENT AGENCY OF THE C[R' OF
REDLANDS
Jon 144rris6h,-Chairman
ATTEST:
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ATTACHMENT"A7
SCOPE OF PROFESSIONAL SERVICES
Financial Advisory Services
As hereinafter used, any reference kJ "bond issue" shall indude, but not belimited to: Assessment 0obict
Bonda, Mello -Roos Special Tax Bonds, Certificates ofParticipation, Lease Revenue Bondo, RDA Tax
Allocation Bonds -- Taxable and Tax-Exempt. RDA Tax Allocation Notes -- Taxable and Tax-Exempt.
Single Family Revenue Bonds, Mobile Home Revenue Bonds, Multifamily Revenue Bonds, Variable Rate
Bonds, Water and Gwvver Revenue Bonde, General Obligation Bonda, Grant Anticipation Notes and
Enterprise Fund Financings.
Consultant's primary duty as "Financial Advisor" will be to protect the interests of the City/Agency by helping
ensure that any financing will be accomplished under the most reasonable terms and conditions, and at the
lowest possible cost consistent with security of the issues and prevailing market conditions. |nachieving this
objective, Consultant will carefully examine the City/Agency's overall debt program for outstanding debt, bond
oovenento, history of prior debt repayment, existing bond ordinances or n000|udone, and enabling legislation.
Consultant will analyze all financial, |aga|, engineering or architectural information na|ebad to the projects and
then recommend to the CitwAgencythe type ofbond structures permitted along with the exact terms and
conditions which are feasible. Consultant will discuss the advantages and disadvantages for applicable
financing methoda, including an analysis of negotiated and competitive bid stnuotuneo, and provide a
recommended structure. Consultant will assist, as directed by the Cihv4\genoyand in close coordination with
bund counso|, rating agannima, insurance providers and other City/Agency consu|tanbs, in the required
financing procedures including the preparation of all required staff reports, resolutions and attendance at any
staff,financing team orCity Council/Agency Board meeting.
Consultant will then advise on the size of any bond issue to ensure sufficient money is obtained to finance the
project after setting aside money for a reserve fund, capitalized interest, if required, and all costs of issuance.
Consultant will tailor the recommendations to the ability to repay without undue burden by determining the
basic legal and practical security for repayment of principal and interest. To protect the interests of the
Qty/Agenuy. Consultant will recommend appropriate call features, maturity schedules, reserve fund size and
provisions regarding the issuance ofadditional debt. For bond financings, the amount borrowed will include
the oocda of acquisition and construction (unless other sources are also available for e project); funded
interest during the construction perind, if necessary; appropriate amounts for reserves and contingencies;
and financing costs. Consultant will also advise on refining the debt maturing mixture (e.g., whether interim
construction loans are to be used), the need for credit enhancements and/or bond ratings, and the maturity
structure (e.g.. term vs. serial bonds). These decisions are based unthe specific financing tobeused and e
careful evaluation and analysis ofthe credit markets.
To fulfill the above, Consultant's services shall incdude, but are not limited to any and/or all mfthe following
services msrequested bythe City/Agency:
A- StrategicIssues and Planning
1. Consultant will work with staff to develop a long term financing model that the City/Agency
may utilize for capital project financings. The model will use projected revenues and
operating capital expenditures and will be used to determine funding shortfalls and the
effects of financing alternatives. Consultant will work with staff to update and maintain the
model periodically(at least annually)as events and/or assumptions change.
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the extent not
a
2. Consultant will ="' ~~^' fiscal andmanagementvv0b�dev�opedinmm�nn�rto
xdreadyinpdaoThe hao� and debt manaOenneru.policies uxeo
addnaeaany--credit rating issues determined during the policy development stage.
3. Consultant will assist staff in evaluating specific projects and potential funding sources to
determine This eva|uadnnmjUinclude adetermination ofwhether the
m be financed on a tax-exempt or taxable basin, the essentiality of the project to
project can m/n operation, the potmntim| financing team ao \trelates hothe useful |�eofthe
��� '��qy*Qan ' u
project and the security provided bythe ultimate fu dinaanurneConsultant will recommend
specific financing methods, the reasons therefor and the justification on in the context ofthe
long-term financial model.
4 In each case, Consultant shall: areviewm draft nepodv�th sb*ff, b) outline findings and
� recommendations in o formal report, and c) present findings and recommendations as
requested.
B. Bond Management Services
1Prepare the timetable for the financing, considering and factoring in all aspects of the project
through construction, aeapplicable.
2 Assist, �� requested in the selection of other service providers based on City/Agency
� ' '(� |hantshaHprepare and recommend such criteria.
�riha,�a� If necessary, Consultant
3 Adv�a� estoth� ebuotureofeach Onanuingand fne|izethe key provisions ofthe fnanning.
including, amount ��r� of securities, interest rate provisions, maturity and call features, reserve
i d �»uan*yt--zequ\neme�eflow offunds, ident�cationofoee*t hobeleased
if a Certificate of ParticipationParticipation
fund�ndcep�o|�a i financing' im punsuod, and preparation of debt service
schedules.
4� Coordinate the efforts ufall parties tothe financing.
5. Review documents to ensure that key prov\aiunm, such as insurance oovenants, are of
maximum benefit hJthe City/Agency.
G. Attend all meetings and make presentations, asrequested.
7. Except for non-rated issues and single payer special tax issues, prepare and distribute(or if
counsel prefers, assist with the preparation and distribution � the Preliminary Official/Statement in a manner consistent with existing laws and standards of the securities industry.
8 Pnop�py and ppeamnttothe rating agencies and bond insurance companies, if insurance is
� docunomntcontaining \nformatiunnmnwsmuryhotheroUngprouens.
sought' � comprehensive
|fbmnd insurance is sought, Consultant will evaluate the cost effectiveness of the offered
insurance and advise the City/Agenny.
Consultant shall recommend o method of sale of the securities and manage the sale
A� onau
process. Km negotiated osde is preferred, Consultant will assist in the selection of an
underwriter. Consultant will prepare and distribute the notice of sale and bid form, actively
calculate the net interest oo�� of each bid
solicit bide, coordinate the bid process and
received.
10Coordinate the printing and delivery ofthe final Official Statement, and attend the closing ho
assist counsel torepresent the Qh/s/Ageno/sinterests.
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11, Assist the inthe investment ofbond prnoemdo�
12. Provide the C with on-going support services as requested, including ongoing �
disclosure requirements.
C. Consultant Availability
Consultant shall be available at reasonable times by telephone or at the offices of the City/Agency to
discuss, on a continuing basis, the results of studies and analyses and generate such additional
information as desired or requested and consult with the City/Agency as to the financial aspects of
any specific project then being considered.
D. Other Services
Consultant may provide any other related service as may spmcifivaUybe requested byC\
Consultant i w�idnA �nomp\�sofouoh [�h�rGmrxio�n \ndlimited
and agreed hobyn �
to:
1. Redevelopment Planning
Redevelopment Planning includes the preparation of redevelopment feasibility studies,
redevelopment plans, amendments to redevelopment plans and redevelopment implementation
plans(eg, per AB12Q0).
_
Formulation and implementation nfredevelopment implementation strategies and initiatives that
include, but are not limited to the preparation and execution of custom projects, programs,
strategies and procedures necessary to conduct complex redevelopment activitiesExamples
include the preparation of marketing and promotional programs and tools, and major development
proposals and commercial property improvement programs, affordable housing programs, project
feasibility assessments, project or program administration, property acquisition and disposition
negotiations and strategies, negotiation and preparation (or coordination through counsel) of
owner participation and disposition agreements, preparation of fiscal impact reports (e.g., 33433
reports)and redevelopment plan implementation financial strategies.
3. Bond Administration
Bond administration omn/ioeu include provision of Administrator and Compliance Agent yenooea
for single family bond iaaumo' mortgage credit certificate programs,
x2nd trust deed programs
including Mortgage Assistance and Fee-Assistance Programs. Bond administration services may
also include reviews all loan packages for compliance on the home ownership programa
Consultant also has the capability of communicating with the issuer and lenders to keep them
abreast of the availability offunds. Consultant's website can be used to obtain on-line loanstatus
for participating lenders. Consultant uses a management information system to streamline the
administration/compliance proceos. Custom reports can be provided aoneeded. Consultant is
capable of preparing the quarterly 833QIRS report for mortgage credit certificate programs.
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4. Continui�cion �
Continuing Disclosure services assist bond issuer's meet their obligation to provide updated
financial information to bondholders and other interested parties on a regular basis (at least
annually}. Consultant will assure that the City/Agency meets its disclosure obligations.as a bond
annua _, gathering the necessary information
issuer and meets all necessary requirements. This includes
to prepare needed reports, act as dissemination agent, and provide internet publication services.
5. Written Confirmation of Other Services
If the City/Agency requests the Consultant to perform Other Services pursuant tshallo this desAgreementcribe the
,
such Other Services shall be confirmed in writing. Such written confirmation
work to be performed, materials
nditthe funding source and state whether a particular assignment will
be based on a time and materials, not to exceed maximum or lump-sum payment compensation
arrangement.
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ATTACHMENT"B" |
SCHEDULE OF PROFESSIONAL FEES
Pursuant hoSection 2, Compensation, ofthis Agreement and aofurther defined
ib� vxmConsultant
shalleh� provide services on acommioaion. time and meteria|s, not toexceed maximum o, mn.p-s"m
ntcompenoabon arrangement,
nQmment. amapplicable hothe services provided, as described "~.~
payment
Consultant shall charge ony| thoseentua| oaetarequined in performinghereunder, as
follows:
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COMPENSATION APPLICABLE TO FINANCIAL ADVISORY SERVICES
For services rendered byConsultant as Financial Advisor, Consultant shall be entitled to a commission,
contingent upon closing, based onthe following:
Fina iciai Advisory Fee Bond 'kLnount
1) $2u`5uuupmand o'^'"""'g__... 1,000,000
2000000
2) $31.5OUuphnond \nd«ding-----------�$ 3'0OO'DOD
3) $345DOuphoandindud�nQ-----------.$ 'O0U'OOO
'5OO bn nd �ndud�g � 4` .
4) 837, up a ----------- 50O� UOO
5) $4UGOOuptoand �:�d�g-----------�$ �"".
'5OO to and � 0/}OOlX)0
G) $41. up o -----------� 7O0O0O0
7) $45.SDOuptoand \nd«ding-----------�" 8'OOU'OOO
8) $47GUOupbmand \ndudinQ-----------�$ 'UOO'DOO
'50O to including $ AlK]O.
S) G40. up -----------� 1O/]UO ](
10) $515OOuptoand ino�d�g-----------.$10,000,000
'�OO hm and �11�OO�X]O
11) �53 up a -----------� OOOUOO
'~~~ — — - �12lK}O
' ��5GOO up ___� ."",
1�0 u ' --------
*v+^"" r ~~'— '--- ~ �1S000�OO
1 ' �S7 5OO uptoand induding-----------� ,
aY --`5OO up ---'G14�0O,]OO
14) �5� u "" -------'
""" p ~`-- -- ~ �1S.000/}0O
' �015OOuphoond �c�d�g ----�
�5) ------- �O0OUO0
~"''~~~ -' - - - - �1G
1 ' �O35U0up�oandindud\ng-----------. .""".°~'
o/ ' �17�OO/)UQ
17) $05bOOuptoand inc�dinQ----------- 00000O
'�OU to $18,000,000
18) �8� up -----------�
' '~~~ - -- '�� - �1g0OO/JUU
19A $6950Uup�o�ndinc�d�g-----------$19,000,000 8�0�UO/}O0
� $71GOOuphoandinduUlng -----�
2O) ______
"' '.""° ~r ~~- ---- ~ �210UOIK}0
' �7�5O0 upUuend including ---- .
21) -------� 8OO
*'^"~~ ~r - -- -- - ��2�X)0
' $75,500 up to and �o�d�g-----------. .""~
��/ $77'GODuptmand \mduding-----------$23.000])00
�»/ $79'5DU uphmand induding-----------.$24IKV]/]0U
�*/ $81,500' upbmand ino�d\ng-----------.$25]000.000
'
For any ujno� issue in encmam of $25.000.000, the financial U| udvmoryfm� � be $2,000
per - and above$25.000,000.
ver
The applicable financial advisory fee shall become payable only upon delivery by the (or the
legal entity or entities issuing such bonds, notes or obligations)of such bonds. In addition, if a competitive
bid process is used, Consultant shall also be reimbursed from the proceeds from the financing for direct
out-of-pocket expenses and for legal expenses.
-/-
Il. CpMPENSATiON APPLICABLE TO OTHER SERVICES
ent
such
If the City/Agency requests the on a timeta�nd materiperform alsher Services pursuant or not ton ed mat4muim basis, the following
servicesservices will be compensate
rates shall apply:
A. Personnel
The following rates are applicable through June 30, 2007 (the"Professional Fee"):
Hourly Rates
Positions
$185.00
Principals........... .......... ......... ............. ............ ...... 160.00
Senior Staff....... .... —.......... ... ..
............. ........ 125.00
Associate Staff.. '"" ...... '
.......................... ............. ....... .......... ............. $ 75.00
Staff Assistants. .......................... ............. .........
.. ..,
B. Materials Supplies Services and Expenses
Consultant shall not charge for telephoneI esserviceand sle expenses, postage and enses hall be hargeddontaln actual
All other necessary materials, supe p
cost basis, plus 10%. If requested by the Agency, Consultant shall provide justification for the
cost of materials (i.e., receipts, invoices, etc.)and indicate the purpose of such materials.
C. Travel Expenses
Consultant's local travel expenses are included within Consultant's Professional Fee. If, however,
in the performance of services pursuantwith respectAgreement
the preparationelieves and/or filing of a grant
it is necessary to
travel outside the local area (e.g., p
application), said out of the local area travel expenses shall be billed on an actual cost basis. In
addition, any out of the local area travel that Consultant contemplates billing the City/Agency shall
be disclosed to and approved by City/Agency in advance of such travel. Said disclosure and
approval shall be in writing.
If the City/Agency requests the Consultant to perform Other Services pursuant to this Agreement and such
services will be compensated on a lump-sum payment basis, the following rates shall apply:
D. Continuing Disclosure Services
Compensation for continuing disclosure services shall be$2,150 per year per bond issue,
E. Bond Administration Services
Bond administration services are provided for a rate of 4 basis points (4/100 of 1%) per year of
the original bond amount for projects funded with bond proceeds, subject to a $2,500 annual
minimum. For projects that are not funded with bond proceeds, services will be provided on a per
unit basis, subject to a $2,500 annual minimum. The specific per unit fee will be quoted
separately and will depnennd bond the
nanature
o depreojectsf the Pra!firm toprice quotewner will be provided befoonship, the size re
the project, etc. For
commencement of services and incurrence of charges.
-2-
~
�
_ its
such
Consultant to Services p".s.. .^ to thi_- Agreement,to be
If the City/Agency requests
Other Services shall be confirmed in writing, Such written confirmation shall describe the work
performed, indicate the funding source and state whether a particular assignment will be based on a time
and materials, not to exceed maximum or lump-sum payment compensation arrangement. Subsequent to
June 30, 2007, the Professional Fee shall be the Professional Fee that Consultant charges to its other
clients as periodically specified by the Consultant in writing.
-3-
ITEM NO. — --2L
MEETING OF 05/15/07
REQUEST FOR AGENCY ACTION
SUBJECT: REQUEST TO APPROVE RETENTION OF URBAN FUTURES, INC.
FOR REDEVELOPMENT IMPLEMENTATION SERVICES
MOTION:
I move to authorize the Executive Director of the Redevelopment Agency to retain
Urban Futures, Inc. for redevelopment implementation services in accordance with the
authorization letter dated May 7, 2007.
DISCUSSION:
On February 6, 2007, the Agency Board approved a professional services agreement
with Urban Futures, Inc. That agreement provided for the delivery of financial advisory,
redevelopment planning, redevelopment implementation, continuing disclosure and
bond administrative professional services by that firm. As a result of a recent opening in
the position of Interim Redevelopment Director, the Agency is currently in need of
certain redevelopment implementation services to carry out redevelopment strategies
and initiatives that include, but are not limited to, the preparation and execution of
custom projects, programs and procedures necessary to conduct complex
redevelopment activities. Examples include preparation and marketing of promotional
programs and tools, major development proposals and commercial property
improvement programs, affordable housing programs, project feasibility assessments,
project or program administration, property acquisition and disposition negotiations and
strategies, negotiation and preparation (or coordination through counsel) of owner
participation and disposition agreements, preparation of fiscal impact reports and
redevelopment financial strategies.
The proposal from Urban Futures, Inc. is to provide approximately 27 hours per week of
redevelopment project and program administration services. Urban Futures, Inc. will be
responsible for determining the method, means and manner of providing these services,
and the designation of its personnel who will provide such services. Presently, Urban
Futures, Inc. proposes to designate Mr. Steven H. Dukett, who is a Principal with this
firm, to provide these services for a period of up to eight months. The overall
professional fee for these services shall not exceed $131,040 without further written
authorization from the Agency.
The attached authorization letter to Urban Futures, Inc. has been reviewed and
approved by general counsel for the Agency. Staff recommends the Redevelopment
Board authorize the Executive Director's execution of the authorization letter,
Urban Futures, Inc.
Meeting of 05/15107
Page 2
Attachments:
Agency Authorization Letter
Agreement dated February 6, 2007 with Urban Futures, Inc.
K
nd Reviewed by:
f
r
N. Enrique ez Daniel J. M6Aubh
Executive Director Agency Counsel
CITY OF "
Pt,,,ED4NDS
REDEVELOPMENT DEPARTMENT
May 7, 2007
Mr. Marshall Linn
President
Urban Futures, Inc.
Crestview Corporate Center
3111 North Tustin Street, Suite 230
Orange, California 92865-1753
Re: Redevelopment Implementation Services
Dear Mr. Linn:
On February 6, 2007, the Board of Directors of the Redevelopment Agency of the City of
Redlands (the "Agency") approved a professional services agreement (the "Agreement") with
your firm. The Agreement provided for the delivery of financial advisory, redevelopment
planning, redevelopment implementation, continuing disclosure and bond administration
professional services by your firm. The Agency is currently in need of certain redevelopment
implementation services as more particularly described in this letter.
By way of background, the professional services your firm will render related to redevelopment
implementation were contemplated under the "Other Services" portion of your firm's Scope of
Professional Services as described in Section "D. 2." of Attachment "A" of the Agreement.
With respect to this specific provision, your firm's services may comprise formulation and
implementation of redevelopment implementation strategies and initiatives that include, but are
not limited to the preparation and execution of custom projects, programs, strategies and
procedures necessary to conduct complex redevelopment activities. Examples include the
preparation of marketing and promotional programs and tools, and major development
proposals and commercial property improvement programs, affordable housing programs,
project feasibility assessments, project or program administration, property acquisition and
disposition negotiations and strategies, negotiation and preparation (or coordination through
counsel) of owner participation and disposition agreements, preparation of fiscal impact reports
(e.g., 33433 reports) and redevelopment plan implementation financial strategies.
35 Cajon Street,Suite 200, Redlands,California 92373
(909) 798-7510 - FAX(909) 798-7503
www.ci.redlands.ca.us
`Redevelopment Implementation Services
Page 2
In this particular instance, the Agency requires approximately 27 hours per week (+ or -) of
redevelopment project and program administration services. Your firm will be responsible for
determining the method, means and manner, and designating the personnel, for the provision
of these services. We understand that your firm proposes to designate Mr. Steven H. Dukeft,
who is a Principal with your firm, to be the person principally responsible for providing these
services for a period of up to eight (8) months. Based on our recent conversation, your firm
will serve as the Agency's Interim Redevelopment Director until the sooner of the hiring of a
replacement for that position by the Agency or the City of Redlands or December 31, 2007.
Notwithstanding the foregoing, this particular assignment may be terminated by the Agency at
any time. In total, this assignment shall not exceed 936 billable hours without further written
authorization from the Agency. Further, no provision of the Agreement, or this letter, shall be
deemed to cause any personnel of your firm providing these services to be deemed
employees of the Agency or the City of Redlands. The relationship with your firm established
by the Agreement and this letter is that of an independent contractor to the Agency.
Further, pursuant to Attachment "B," Schedule of Professional Fees, of the Agreement, your
firm provides services on a commission, time and materials, not to exceed maximum or lump-
sum payment compensation arrangement, as applicable to the services provided. With
respect to this assignment, compensation will be based on a "not to exceed maximum." In
addition, in consideration of the magnitude of the services to be rendered, this shall confirm
your agreement to discount your firm's Principal-level billing rate for Mr. Dukett by $45.00 per
hour. As a result, for this assignment the firm's billing rate for the Principal providing this
service shall be $140.00 per hour. Therefore, consistent with Attachment "B", Schedule of
Professional Fees, of the Agreement (as modified by your agreement to adjust your firm's
Principal-level billing rate for the services), this letter shall confirm that the overall professional
fee for the services described in this letter, shall not exceed $131,040.00 without further written
authorization from the Agency. Further, the professional fee limit for this assignment does not
include any materials, supplies, services and expenses, all of which shall be the responsibility
of the Agency. However, in the event your firm does incur any charges for materials, supplies,
services and expenses, such charges shall be paid in accordance with the appropriate
provisions of the Agreement.
In order to formally initiate this work, please confirm your willingness to carry-out this
assignment, as described-herein, by signing in the place provided below and returning a copy
of this letter to me.
Thank you for your cooperation and I look forward to working with you and your staff on this
assignment. If you have any questions or require further information, please contact me at
(909) 798-7510.
Sincerely, ACCEPTED:
N. ENRIQUE MARTINEZ MARSHALL LINN
Executive Director President, Urban Futures, Inc.
NEM:njrn Date: