HomeMy WebLinkAbout1990-465
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RESOLUTION NO. tfb- Lj~.?)
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF AN AGREEMENT WITH DAVID TAUSSIG AND ASSOCIATES, INC.
FOR TAX CONSULTANT SERVICES FOR THE VERDEMONT AREA COMMUNITY
FACILITIES DISTRICT NO. 995, FOR THE 1991-92 FISCAL YEAR.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Mayor is hereby authorized and directed to
7 execute, on behalf of said City, an Agreement for Tax Consultant
8 Services with David Taussig and Associates, Inc. for the
9 Verdemont Area Community Facilities District, Assessment District
10 No. 995, for the 1991-92 Fiscal Year, a copy of which is attached
11 hereto marked Exhibit "A," and incorporated herein by reference
12 as fully as though set forth at length.
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SECTION 2. This resolution is rescinded if the parties
14 to the Agreement for Special Tax Consultant Services fail to
15 execute it within sixty (60) days of the passage of this
16 resolution.
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9/27/90
RGH:rs
2070 BUSINESS CENTER DRIVE, SUITE 110,IRVINE, CA 92715 [714) 752-1554/ FAX (714) 752-405B
1010 HURLEY WAY, SUITE 300, SACRAMENTO, CA 95825 (916) 920-1109
"
RESO:
AUTHORIZING EXECUTION OF AGREEMENT WITH DAVID TAUSSIG
AND ASSOCIATES, INC. FOR TAX CONSULTANT SERVICES FOR THE
VERDEMONT AREA COMMUNITY FACILITIES DISTRICT NO, 995
1
I HEREBY CERTIFY that the foregoing resolution was duly
2 adopted by the Mayor and Common Council of the City of San
3
Bernardino
at~&vt
of '71t, _ 1990,
meeting thereof, held on the
4 I.!l!A.. day
by the following vote, to-wit:
5 Council Members: AYES NAYS ABSTAIN
6 ESTRADA V
7 REILLY ~
8 FLORES V
9 MAUDSLEY V"
10 MINOR V
11 POPE-LUDLAM ~
12 MILLER J .....--
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15
/)
~i,c.<:.Iv.L /f0~~~ <-.}/
City Clerk :J
The foregoing resolution is hereby approved this
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1/~day of
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%~~.
, 1990.
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Approved as to form
20 and legal content:
21 James F. Penman
22 City Attorney
23 By
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9/27/90 - 2 -
DAVID TAUSSIG AND AsSOCIATES, INC.
PUBLIC FINANCE. DEVELOPMENT ECONOMICS. PLANNING
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT is made and entered into this 26th day of October 1990, by and
between the City of San Bernardino herein called "Client," and David Taussig and
Associates, Inc" herein after called "Consultant." The Client and the Consultant in
consideration of the mutual promises and conditions herein contained agree as follows.
ARTICIE I
TERM OF CONTRACf
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.
ARTICIE 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 staternent
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 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.
2070 BUSINESS CENTER DRIVE, SUITE 110,IRVINE, CA 92715 (7141 752-1554/ FAX (714) 752-405B
1010 HURLEY WAY, SUITE 300, SACRAMENTO, CA 95825 (9161 920-1109
Page 2 of 8
ARTICLE ill
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 pay the Consultant for the purpose of reimbursing the
Consultant's out-of-pocket expenses which 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 collation, printing, copying, drawings, specification, or reports,
xerography, photography, including photographic reproduction of drawings and
documents.
(b) Transportation costs, including the use of personal automobiles at $,26 per
rnile, rental vehicles and regularly scheduled cornmercial airline ticket costs.
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 "An 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
OTIlER OBUGATIONS 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.
Page 3 of 8
Section 4.2 Consultant will supply all tools and instrumentalities required to perform
the Consulting Services under the Agreement.
Section 4.3 Neither this Agreement nor any duties or obligations under this
Agreernent rnay be assigned by Consultant without the prior written consent of Client.
However, Consultant rnay subcontract portions of the work to be perforrned 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 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 cornrnitment
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.
ARTICIE V
OTHER OBUGATIONS OF CLIENr
Section 5.1 Client agrees to comply with all reasonable requests of Consultant and
provide access to all documents reasonably necessary to the perforrnance 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 not any duties or obligations under this
Agreernent rnay 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,
Page 4 of 8
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 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 inforrnation 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 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 $125 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.
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
Page 5 of 8
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 vn
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 cornmercial 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 Irvine,
California, or such other location mutually agreed to by the parties.
Page 6 of 8
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 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 judgernent 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 San Bernardino
David Taussig and Associates, Inc.
,
By: /
BY:~
David Taussig, President
agnnnt\cfd995,agr (ac)
10/29/1990
Page 7 of8
ADDENDUM TO
AGREEMENT FOR CONSULTING SERVICES
This addendum to Agreement for Consulting Services is made by and between the CITY OF SAN
BERNARDINO ("CLIENT") and David Taussig and Associates, Inc" ("CONSULTANT").
This addendum entered into this , 1990 hereby incorporates the following
provisions into the original agreement between the parties dated , 1990 as follows:
A HOlD HARMLESS/lNDEMNIFICATION:
Consultant agrees to indemnify, defend, and hold harmless City, its agents, officers and employees
from and against any and all, losses, liability, damages, expense, demands, claims, attachments,
executions, actions or proccedings of any nature whatsoever, including, but not limited to, bodily
injury, death, personal injury, or property damage arising from or connected with Consultant's
operations, or its performance under this Agreement, including but not limitcd, to all costs and
expenses including reasonable attorncy's fees arising out of or connected with the performancc of
Consultant's Consulting Services under this agreement. Notwithstanding the above, Client agrecs
to indemnify and hold Consultant harmless frorn 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,
B. INSURANCE:
Without limiting Consultant's indemnification of "CLIENT', Consultant shall provide and maintain
at its own expense during the term of this Agreement the following policy or policies of insurance
covering its performance under this Agreement:
a. General liability and Professional liability: Such insurance shall include, and is not
limited to, comprehensive general liability and professional liability coverage with a combined single
limit of not less than TWO HUNDRED FIFfY THOUSAND DOLLARS ($250,000.00) per
occurrence. Such insurance shall name the City of San Bernardino as an additional insured,
Page 8 of 8
b. Worker's Compensation: Consultant shall cover its employees with Workers'
Compensation insurance in an amount and form to meet all applicable requirements of the Labor
Code of the State of California.
IN WITNESS WHEREOF, this Agreement had been executed on the date and year first
above written.
CLIENT:
City of San Bernardino
-/
David Taussig and Associates, Inc.
Br.c/)~~
David Taussig, President
Approved as to form
and legal content.
JAMES F. PENMAN
City Attorney
6t:~
~!29!1990
AGRMN1\CFD995.AGR(ac)
EXHIBIT A
SCOPE OF WORK FOR CONSULTANT SERVICES ASSOCIATED WITH LEVYING OF
MELLO-ROOS SPECIAL TAX FOR THE CITY OF SAN BERNARDINO
COMMUNITY FACILITIES DISTRICf NO. 995
Consultant shall provide financial consulting services to assist the City of San Bernardino ("Client")
in the levying of a special tax for Client's Community Facilities District (CFD) No. 995 for the 1991-
92 fiscal year. The intent of these services shall be to determine the special tax rates for the
different land-use classes in CFD No. 995 and to facilitate the collection of the special taxes in that
year by the County of San Bernardino. These special taxes must be collected to pay the debt
service and administrative costs associated with a Mello-Roos bond issue sold in January 1989,
Community Facilities District (CFD) No. 995 Tax Implementation Program:
1. Prepare an automated database containing the tract, lot and street address for each parcel
located within the CFD.
2. Identify building permit activity as of March 1 for each lot. Deterrnine date of building
permit issuance and interior building square footage.
3, Classify each lot as developed or undeveloped property based on the criteria in the Rate and
Method of Apportionment.
4, Determine the special tax requirement. Contact the fiscal agent to confirm interest and
principal payments and available interest earnings.
5. Compute the appropriate special tax for each class of taxable property. Amend database
to include the special tax amount for each parcel.
6. Assign an assessor parcel number to each lot. Determine taxable acreage for each parcel
of undeveloped property, Validate each assessor parcel number's existence with the County
Auditor-Controller.
7. Prepare an exhibit to the resolution authorizing the levy and collection of special taxes for
fiscal year 1991-92, for approval by the City Council.
8. Convert CFD tax roll data from floppy disk to magnetic tape and submit to San Bernardino
Auditor-Controller's office by August 10 for inclusion on the fiscal year 1991-92 consolidated
tax bill.
agrmnt\cfd995.agr (ae)
10{.l0!1990
EXHIBIT "B"
PROFESSIONAL SERVICES FEE
HOURLY RATES
Total compensation (excluding expenses) for completion of Steps 1 through 8 shall not exceed
$15,000. Any additional services beyond those listed in Steps 1 through 8 will require additional
fees once the $15,000 maximum has been exceeded. These additional services could include
monitoring of parcel segregations during the fiscal year, assistance with delinquencies, demand
letter, judicial foreclosure and rebate calculations, and any work performed after submittal of tax
collection data to the County in August, 1991. Fees related to any such additional services shall be
charged at the hourly rates listed below.
Work related to any additional tasks undertaken by Consultant, shall be charged at the following
hourly rates:
Principal
Director, Economic and Financial Analysis
Manager/Senior Consultant
Senior Associate
Associate
Financial Analyst
Research Coordinator
$ 125/Hour
$ 95/Hour
$ 85/Hour
$ 80/Hour
$ 75/Hour
$ 65/Hour
$ 50/Hour
In addition to fees for services, Client shall reimburse Consultant for magnetic tape conversions,
fees frorn public and private data sources (e.g., TRW and County Assessor) travel, Xerox, Courier,
Clerical @ $30.00 per hour, and long-distance phone expenses, as noted elsewhere in this
Agreement.
agrmnt\cfd995,agr
10/29/1990