HomeMy WebLinkAboutContracts & Agreements_98-2001Public Finance and Ltrban Economics
1301 Dove Street, Suite 600
Newport Beach, CA 92660
Tel (949) 955-1500
Fax (949) 955-1590
PRINCIPALS
David O. Taussig
Mitchell Mosesman
Benjamin E. Dolinka
Andrea R. Roess
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT is made and entered into this Ntday of July, 2001, by and between the City
of Redlands, "Client", and DTA herein after called "Consultant." The Client and the Consultant
in consideration of the mutual promises and conditions herein contained agree as follows.
ARTICLE I
TERM OF CONTRACT
Section 1.1 This agreement shall become effective on the date stated above and will
continue in effect until the earlier of (i) that day when the services provided for herein have been
performed or (ii) until terminated as provided in Article 6 below.
ARTICLE II
SERVICES TO BE PERFORMED BY CONSULTANT
Section 2.1 Consultant agrees to perform the professional services for the Client and to
deliver the work products to the Client as described in the Scope of Work statement attached as
Exhibit "A" hereto. Such professional services and work products, as from time to time modified
in accordance with Section 2.3 hereof, are collectively referred to as the "Consulting Services."
Section 2.2 Consultant will determine the method, details and means of performing the
Consulting Services. Consultant may, at Consultant's own expense, employ such assistance as it
deems necessary to perform the Consulting Services required by Client under this Agreement.
Consultant shall conduct research and arrive at conclusions with respect to its rendition of
information, advice, recommendation or counsel independent of the control and direction of the
Client, other than normal contract monitoring.
Section 2.3 Any proposed changes in the Consulting Services hereunder shall be submitted
to the other party hereto, and any such changes agreed to by the parties shall be reflected in an
amendment to the Scope of Work attached as Exhibit "A" in accordance with Section 7.2 hereto.
Section 2.4 Nothing in this Agreement shall give the Consultant possession of authority
with respect to any Client decision beyond the rendition of information, advice, recommendation
or counsel.
Newport Beach • Riverside • Sacramento
ARTICLE III
COMPENSATION
Section 3.1 Client agrees to pay Consultant for its Consulting Services a professional fee
computed according to the Fee Schedule attached as Exhibit "B" hereto.
Section 3.2 The Client shall reimburse the Consultant for Consultant' s out-of-pocket
expenses plus a 15 % administrative charge. Expenses shall include all actual expenditures made
by Consultant in the performance of any Consulting Services undertaken pursuant to the
Agreement, including, without limitation, the following expenditures:
(a) Cost of clerical assistance @ $35.00 per hour, including typing, collation, printing
and copying, plus copier and photography costs, including photographic
reproduction of drawings and documents.
(b) Transportation costs, including the use of personal automobiles at 350 per mile,
rental vehicles and regularly scheduled commercial airline ticket costs.
(c) Courier services, facsimile, and telephone expenses.
Section 3.3 On or about the first two weeks of each month during which Consulting
Services are rendered hereunder, Consultant shall present to Client an invoice covering the current
Consulting Services performed and the reimbursable expenses incurred pursuant to this Agreement
and exhibits thereto. Such invoices shall be paid by Client within thirty (30) days of the date of
each invoice. A 1.2 % charge may be imposed against accounts which are not paid within 30 days
of the date of each invoice.
Section 3.4 The maximum total fee amount set forth in Exhibit "B" may be increased as a
result of any expansion of the Consulting Services to be rendered hereunder pursuant to Section
2.3 or as provided in Exhibit "A" hereto.
Section 3.5 Records of the Consultant's costs relating to (i) the Consulting Services
performed under this Agreement and (ii)`reimbursable expenses shall be kept and shall be available
to the Client or to Client's authorized representative at reasonable intervals during normal business
hours.
ARTICLE IV
OTHER OBLIGATIONS OF CONSULTANT
Section 4.1 Consultant agrees to perform the Consulting Services in accordance with
Exhibit "A". Should any errors caused by Consultant's negligence be found in such services or
products, Consultant will correct them at no additional charge by revising the work products called
for in Exhibit "A" to eliminate the errors.
Section 4.2 Consultant will supply all tools and instrumentalities required to perform the
Consulting Services under the Agreement.
City of Redlands
Mello -Roos Consulting Services
Page 2 of 6
June 1, 2001
Section 4.3 Neither this Agreement nor any duties or obligations under this Agreement
may be assigned by Consultant without the prior written consent of Client. However, Consultant
may subcontract portions of the work to be performed hereunder to other persons or concerns
provided Consultant notifies Client of the name and address of said proposed subcontractor and
Client either consents or fails to respond to notification with respect to the use of any particular
proposed subcontractor.
Section 4.4 In the performance of its Consulting Service hereunder, Consultant is, and
shall be deemed to be for all purposes, an independent contractor (and not an agent, officer,
employee or representative of Client) under any and all laws, whether existing or future.
Consultant is not authorized to make any representation, contract or commitment on behalf of
Client.
Section 4.5 Neither this Agreement, any duties or obligations under this Agreement, nor
the intentions or expectations of Client will cause the Consultant to be a "public official" as that
term is used in Section 87100 of Title 9 of the California Government Code. Client and
Consultant agree that Consultant is not a "public official" or "participating in governmental
decision" as those terms are used in Section 87100. The Client and Consultant also agree that no
actions and opinions necessary for the performance of duties under the Contract will cause the
Consultant to be a "public official" or "participating in a governmental decision" as those terms
are used in Section 87100.
ARTICLE V
OTHER OBLIGATIONS OF CLIENT
Section 5.1 Client agrees to comply with all reasonable requests of Consultant and provide
access to all documents reasonably necessary to the performance of Consultant's duties under this
Agreement with the exception of those documents which Exhibit "A" calls upon the Consultant to
prepare.
Section 5.2 Neither this Agreement nor any duties or obligations under this Agreement
may be assigned by Client without the prior written consent of Consultant.
Section 5.3 Consultant frequently is retained by developers, landowners, and other
persons and concerns interested in development projects which often eventually lead to the
preparation on a contract basis by Consultant of preliminary tax spread models for government
agencies to determine tax rates and other matters necessary to accomplish various improvements to
realty for financing under a Mello -Roos or other financing programs. In light of the foregoing,
Client will determine whether or not it is appropriate to conduct a "significant substantive review"
or a "significant intervening substantive review" of Consultant's activities conducted pursuant to
this Agreement as such terms are defined in Section 18700(c)h of Title 2 of the California
Administrative Code. Should Client elect to conduct such a substantive review, then Client shall
determine whether it has sufficient expertise on staff to conduct such a review, and, if not, will
retain an independent expert consultant to review Consultant's work. Thereafter, Client shall
conduct such review, or cause such independent review to be conducted, prior to the making of
any governmental decision relating to the matters contained within the Scope of Work described in
City of Redlands
Mello -Roos Consulting Services
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June 1, 2001
Exhibit "A" . The parties do not intend and nothing in this Section 5.3 is meant to imply that
Consultant is a "public official," "participating in a governmental decision," or has a "financial
interest" in the services provided as such terms are used in Section 87100 of Title 9 of the
California Governmental Code.
Section 5.4 Client, public agencies, landowners, consultants and other parties dealing with
Client or involved in the subject development project referred to in Exhibit "A" will be furnishing
to Consultant various data, reports, studies, computer printouts and other information and
representations as to the facts involved in the project which Client understands Consultant will be
using and relying upon in preparing the reports, studies, computer printouts and other work
products called for by Exhibit "A." Consultant shall not be obligated to establish or verify the
accuracy of the information furnished by or on behalf of Client, nor shall Consultant be
responsible for the impact or effect on its work products of the information furnished by or on
behalf of Client, in the event that such information is in error and therefore introduces error into
Consultant's work products.
Section 5.5 Client agrees to defend, indemnify and hold Consultant harmless from and
against all obligations, losses, liabilities, damages, claims, attachments, executions, demands,
actions and/or proceedings (collectively, "Claims") and all costs and expenses in connection
therewith, including reasonable attorneys' fees, arising out of or connected with the performance
of Consultant's Consulting Services under this Agreement, except as may arise from Consultant's
willful misconduct or gross negligence. In that regard, Client will indemnify and hold Consultant
harmless from any Claims arising from, growing out of, or in any way resulting from, errors
contained in data or information furnished by Client or Client's designee to Consultant for use in
carrying out the Consulting Services called for by this agreement. If for any reason the
indemnification under this Section 5.5 is unavailable to Consultant or insufficient to hold it
harmless, then the Client shall contribute to the amount paid or payable by Consultant as a result
of such loss, liability, damage, claim, demand, action or proceeding in such proportion as is
appropriate to reflect not only the relative benefits received by the Client on the one hand and
Consultant on the other hand but also the relative fault of the Client and Consultant as well as any
relevant equitable considerations; provided that Consultant' s contribution obligations hereunder
shall in no event exceed the amounts received by Consultant under this Agreement.
Section 5.6 In the event that court appearances, testimony or depositions are required of
Consultant by Client in connection with the services rendered hereunder, Client shall compensate
Consultant at a rate of $250 per hour and shall reimburse Consultant for out-of-pocket expenses on
a cost basis.
ARTICLE VI
TERMINATION OF AGREEMENT
Section 6.1 Either party may terminate or suspend this Agreement upon thirty (30) days
written notice. Unless terminated as provided herein, this Agreement shall continue in force until
the Consulting Services set forth in Exhibit "A" have been fully and completely performed and all
proper invoices have been rendered and paid.
City of Redlands
Mello -Roos Consulting Services
Page 4 of 6
June 1, 2001
Section 6.2 Should either party default in the performance of this Agreement or materially
breach any of its provisions, the other party at its option may terminate this Agreement by giving
written notification to the defaulting party. Such termination shall be effective upon receipt by the
defaulting party, provided that the defaulting party shall be allowed ten (10) days in which to cure
any default following receipt of notice of same.
Section 6.3 The covenants contained in Sections 5.5 and 5.6 shall survive the termination
of this Agreement.
ARTICLE VII
GENERAL PROVISIONS
Section 7.1 Any notices to be given hereunder by either party to the other may be effected
either by personal delivery in writing or by mail Mailed 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 service by Consultant
for Client and contains all of the covenants and agreements between the parties with respect to the
rendering of such services. Each party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, which are not embodied herein, and that no other agreement,
statement, or promise not contained in this Agreement shall be valid or binding. Any modification
of this Agreement (including any exhibit hereto) will be effective if it is in writing and signed by
the party against whom it is sought to be enforced.
Section 7.3 If any provision in this Agreement is held by a court of competent jurisdiction
to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full
force without being impaired or invalidated in any way.
Section 7.4 Any controversy between the parties hereto involving the construction or
application of any of the terms, covenants, or conditions of this Agreement will, on the written
request of one party served on the other, be submitted to binding arbitration in accordance with the
commercial rules and regulations of the American Arbitration Association and the provisions of
the California Arbitration Act (Sections 1280 through 1294.2 of the California Code of Civil
Procedure). The arbitration shall take place in Newport Beach, California, or such other location
mutually agreed to by the parties.
The arbitrator(s) shall be selected as follows: In the event that Consultant and Client agree
on one arbitrator, the arbitration shall be conducted by such arbitrator. In the event Consultant
and Client do not so agree, Consultant and Client shall each select an arbitrator and the two
City of Redlands
Mello -Roos Consulting Services
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June 1, 2001
arbitrators so selected shall select the third arbitrator. If there is more than one arbitrator, the
arbitrators shall act by majority vote.
The decree or judgement of an award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof.
Section 7.5 The prevailing party in any arbitration or legal action brought by one party
against the other and arising out of this Agreement shall be entitled, in addition to any other rights
and remedies it may have, to reimbursement for its expenses, including court costs and reasonable
attorneys' fees. The non -prevailing party shall be liable, to the extent allowable under law, for all
fees and expenses of the arbitrator(s) and all costs of the arbitration.
Section 7.6 This Agreement will be governed by and construed in accordance with the
laws of the State of California.
IN WITNESS WHEREOF, this Agreement has been executed on the date and year first
above written.
CLIENT:
City of Redlands
By: 6?cdAM-aot4
Pat Gilbreath, Mayor
Date: July 3, 2001
CONSULTANT:
David Taussig & Associates
By:
Andrea Roess, Director
Date: June 1, 2001
J:\PROPOSAL\ADMIN\CALIF\REDLANDS.CIT\STANDARD AGREEMENT01.DOC
ATTEST:
Lorri Poyzer/,ijy Clerk
City of Redlands
Mello -Roos Consulting Services
Page 6 of 6
June 1, 2001
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 year 2001-02 by the County of San Bernardino.
The specific activities and tasks to be performed under this Scope of Work include the following:
Task 1 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 1 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 Property
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. 2001-1, 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.
City of Redlands
Mello -Roos Special Tax Administration Services for CFD No. 2001-1
Page A.1
June 1, 2001
2.2 Taxable Property: Identify all taxable properties and classify each as "Developed Property, "
"Undeveloped Property," "Taxable Public Property" or "Taxable Property Owner Association
Property." Assign each "Developed Property" to the appropriate special tax class.
Task 3 Financial Analysis
This task involves calculating the Special Tax Requirement for each fiscal year and allocating it to
property in CFD No. 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 2001-02 Special Tax Rates: Based on tax classifications and special tax requirement, compute the
fiscal year 2001-02 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. 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 2001-02.
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 2001-
02 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 Adjusted Property Tax Bills
This task involves monitoring any changes to the secured tax roll which necessitate new or adjusted
City of Redlands
Mello -Roos Special Tax Administration Services for CFD No. 2001-1
Page A.2
June 1, 2001
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.
Task 8 Responses to Property Owner Questions
This task involves the provision of information to individuals and other interested parties regarding the
amount and calculation of the special tax.
Task 9 Monthly Review of All Funds and Accounts
This task involves continuous monitoring of fiscal agent financial statements for all funds and accounts for
CFD No. 2001-1 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 SB 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 SB 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.
City of Redlands
Mello -Roos Special Tax Administration Services for CFD No. 2001-1
Page A.3
June 1, 2001
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 1 through 11:
President $150/Hour
Vice President $145/Hour
Director $140/Hour
Manager $130/Hour
Senior Associate/Engineer $120/Hour
Associate $100/Hour
Analyst $ 85/Hour
Research Assistant $ 60/Hour
Subject to the limitations below, fees related to Tasks 1 through 11 shall not exceed $7,500 for fiscal year
2001-02. 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 1
through 11 is less than $7,500. 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 1
through 11 are not covered by the maximum fee listed above.
J: \PROPOSAL\A D MIN\CALIF\redl andsci t\S COPEOF W ORK, doc
City of Redlands
Mello -Roos Special Tax Administration Services for CFD No.2001-1
Page B.1
June 1, 2001
Resolution No. 5912 - On motion of Councilmember George, seconded by
Councilmember Haws, Resolution No. 5912, a resolution of the City Council of
the City of Redlands, California, calling and giving notice of the holding of a
General Municipal Election to be held on Tuesday, November 6, 2001, was
unanimously adopted.
Bills and Salaries - On motion of Councilmember Freedman, seconded by
Councilmember Peppler, payment of bills and salaries was acknowledged.
Agreement - Community Facility District 2001-1 Mello -Roos - The City
Council unanimously adopted a proposal from David Taussig & Associates for
Mello -Roos administration services relating to CFD 2001-1 and authorized
entering into an agreement for those services on motion of Councilmember
George, seconded by Councilmember Haws.
Time Extension for Conditional Use Permit No. 689 - On motion of
Councilmember George, seconded by Councilmember Haws, the City Council
unanimously approved a one-year time extension for Conditional Use Permit
No. 689 to June 22, 2002, for the conversion of a residential dwelling to offices
and restrooms in the R-2, Multiple Family Residential, District at 168 South
Eureka Street, known as Mission Gables, by the Redlands Community Music
Association.
Agreement - City Government Cable Television Channel - On motion of
Councilmember George, seconded by Councilmember Haws, the City Council
unanimously approved an agreement between the California State University,
San Bernardino, and the City of Redlands for the purpose of permitting the
University to provide programming over the City's governmental access
channel.
Kimberly Shirk Association Grant Application - Recently the Kimberly -Shirk
Association received notification from HUD that Congressman Jerry Lewis has
appropriated $21,500.00 on behalf of the Association for renovation and/or
restoration of the Kimberly Mansion. A prioritization list was developed by the
Board of Directors which exceeds the amount of the grant, but the Board has
stated that additional funds are available to enhance the benefits for any one of
the projects. Mr. Steve Spiller, Executive Director has stated that the Economic
Development Incentive grant funds will be used as a one-time expenditure for a
specific item, such as roof repair. Further, it does not appear that this type of
expenditure will require plans, specifications, or engineering and design work.
Due to the historic status of the Kimberly Mansion, there will be some interface
with the State Historic Preservation Office but it should be minimal. The Board
of Directors of the Kimberly -Shirk Association is asking that staff process the
application on their behalf. On motion of Councilmember George, seconded by
Councilmember Haws, the City Council unanimously directed staff to not
charge any administrative costs for processing of the Economic Development
Incentive Grant for the Kimberly -Shirk Association for this project.
July 3, 2001
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