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HomeMy WebLinkAboutR02-RDA Item Redevelopment Agency . City of San Bernardino 300 North "D" Stree~ Fourth Floor . San Bernardino. California 92A 18 (714) 384-5081 FAX (714) 888-9413 Pride ./ ~e~ MARCH 23, 1990 APPROVING AN AGREEMENT WITH WOOD-HUSING AND ASSOCIATES FOR FINANCIAL SERVICES Synopsis of Previous Commission/Council/Committee Action: 03-22-90 Redevelopment Committee recommended approving an agreement with Wood-Husing and Associates for financial services. Recommended Motion: (COMMUNITY DEVELOPMENT COMMISSION) Move to receive and file the attached Agreement with Wood-Husing and Associates for financial services. Respectfully Submitted, Supporting data attached: Funding requirements: Commission Notes: Yes $15,000 Ward: Project: All All 1239A ~i:~d~O~~: A:~~~ 1990 Redevelopment Agency S T A F F R E P 0 R T A proposal was received from the firm of Wood-Husing and Associates to assist the Agency with financial services. The firm'proposes to assist with the maximization of yields the Agency can earn on its investment portfolio and maximize the leverage which that portfolio gives the Agency in obtaining loanable funds from the banking community. Initially, the firm of Wood-Husing and Associates will assist in the negotiation of a loan to the Agency to, in turn, be loaned to H.A.B. Development for the construction of off-site improvements located south of Interstate 215 between Cable Creek and the Devil 's Canyon flood control channel. and Wood-Husing and Associates will assist in negotiating a maximum line of credit for use on similar future projects. Also. Wood-Husing will undertake a review of the cost. risk and rate of return from alternate investment strategies available consistent with the Agency's existing investment policies. The proposed agreement is for a sum not to exceed $15,000, to be billed at the rate of $125 per hour, plus reasonable expenses incurred by the firm. Currently, in the Agency's 1989-90 Budget, there is an approved line item (#6600) for financial planning services in the amount of $30,000. AGREEMENT FOR PROFESSIONAL SERVICES Agreement No. THIS AGREEMENT made and entered into this day of , 1990, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, on behalf of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public agency, ("Agency"), and WOOD-HUSING AND ASSOCIATES ("Consultant"): RECITAL 1. Purpose The purpose of this Agreement is to allow the Agency to procure the service of an experienced professional firm to assist the Redevelopment Agency with financial services. TERMS AND CONDITIONS 2. Mission Agency hereby retains Consultant for the provision of services described in Attachment I. Consultant hereby accepts such responsibility as described herein. 3. Terms This Agreement shall commence as of the day and year first above shown and shall remain in full force and effect until the services described in Attachment I have been completed. The Executive Director of the Agency or his or her designee is authorized to expand the work assignments of the Consultant as long as the approved amount of $15,000 has not been exceeded. 4. Consultant Responsibilities Upon the request of Agency's Executive Director or his or her deSignee, Consultant shall complete the work program described in Attachment I. Consultant commits the principal personnel listed below to the project for its duration: Page 2 John E. Husing, Senior Partner Gene Wood 5. Replacement of Named Personnel It has been determined that the individual(s) named in this Agreement are necessary for the successful performance of this Agreement. No diversion or replacement of these individual(s) shall be made by Consultant without written consent of the Agency. The Agency may ratify, in writing, within ten (10) days of said diversion or replacement and such ratification shall ~onstitute the consent of Agency required by this clause. If Agency fails to respond to Consultant within ten (10) days of notification by Consultant, said personnel diversion or replacement shall be deemed approved. 6. Release of News Information No news release, including photographs, public announcements or confirmation of same, of any part of the subject matter of this Agreement or any phase of any program hereunder shall be made without prior written approval of Agency's Executive Director or his or her designee. 7. Confidentiality of Reports Consultant shall keep confidential all reports, information and data received, prepared or assembled pursuant to performance hereunder and that Agency designates as confidential. Such information shall not be made available to any person, firm, corporation or entity without the prior written consent of Agency. 8. Compensation During the term of this Agreement, Agency shall pay Consultant, on a hourly basis in accordance with the schedule described in Attachment I. Said compensation shall be considered full and complete reimbursement for all of Consultant's costs associated with the services provided hereunder. The maximum compensation for services, including all Consultant's costs, under the terms of this Agreement, shall not exceed $15,000. Consultant shall be paid in accordance with Agency's standard accounts payable system. Invoices submitted by the Consultant shall be detailed as to the nature of the work performed and the hours expended on such work, and all reasonable expenses incurred by the Consultant shall be documented. Invoices shall be approved by Agency's Executive Director or his or her designee. The Agency will compensate the Consultant at the rate of $125.00 per hour, plus documented reasonable and normal expenses. Page 3 9. Right to Audit Agency or any of its duly authorized representatives shall have access to any books, documents. papers and records of Consultant and/or its subcontractors which are pertinent to the specific program hereunder for the purpose of making an audit, an examination. excerpts and transcriptions. All books, records and supporting detail shall be retained for a period of five (5) years after the expiration of the term of this Agreement, or any extension thereof, or for any longer period of time as requited by law. 10. Audit Exceptions Consultant agrees that in the event the program established hereunder is subjected to audit exceptions by appropriate audit agencies, it shall be responsible for complying with such exceptions and paying Agency the full amount of liability resulting from such audit exceptions. 11. Agency Support 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 Agency. 12. Independent Contractor Consultant shall perform the services as contained herein as an independent contractor and shall not be considered an employee of Agency or under Agency supervision or control. This Agreement is by and between Consultant and Agency, and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership. joint venture, or association, between Agency and Consultant. 13. 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 or shareholder (other than as a shareholder holding a one percent (1%) or less interest in publicly traded companies) or affiliate with any business or business entity that has entered into any contract, subcontract or arrangement with Agency. Upon execution of this Agreement and Page 4 during its term, as appropriate, Consultant shall upon written request, disclose in writing to Agency any other contractual or employment arrangement from which it receives compensation. Consultant agrees not to accept any employment during the term of this Agreement by any other person, business or corporation which employment will or may likely develop a conflict of interest between Agency's interests and the interests of third parties. 14. 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 shall not assign nor transfer any interest in this Agreement without the prior written consent of Agency. 15. Indemnification Consultant agrees to indemnify, defend (upon request by Agency) and save harmless Agency, its agents, officers and employees from and against any and all 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 or connected with Consultant's negligent operations, or its services hereunder, including any workers' compensation suit, liability or expense, arising from or connected with the services performed by or on behalf of Consultant by any person pursuant to this Agreement. 16. Insurance Without limiting Consultant's indemnification of Agency, Consultant shall provide and maintain at its own expense during the term of this Agreement the following program(s) of insurance covering its operation hereunder. Such insurance shall be provided by insurer(s) satisfactory to Agency and evidence of such programs satisfactory to Agency shall be delivered to the Executive Director of Agency or his or her designee within ten (10) days of the effective date of this Agreement. General Liability: A program including, but not limited to, comprehensive general liability including automobile coverage with a combined single limit of not less than $500,000.00 per occurrence. Such insurance shall name Agency and the City of San Bernardino as additionally insured. Workers' Compensation: A program including workers' compensation insurance, where necessary, with statutory limits. Page 5 Failure on the part of Consultant to procure or maintain required insurance shall constitute a material breach of this Agreement upon which Agency may immediately terminate this Agreement. 17. Compliance with Laws The parties agree to be bound by applicable federal, state and local laws, regulations and directives as they pertain to the performance of this Agreement. 18. Non-Discrimination In the fulfillment of the program established under this Agreement, either as to employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of payor other terms of compensation, selection for training, including apprenticeship or participation in the program or the receiving of any benefits under the program, Consultant agrees not to discriminate nor to allow any subcontractor to discriminate on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap. 19. Severability In the event that any provision herein contained is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair or invalidate any other provision contained herein. If any such provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law. 20. Interpretation No provision of this Agreement is to be interpreted for or against either party because that party or that party's legal representative drafted such provision, but this Agreement is to be construed as if it were drafted by both parties hereto. 21. Entire Agreement This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the retention of Consultant by Agency and contains all the covenants and agreements between the parties with respect to such retention. Page 6 22. Waiver No breach of any provision hereof can be waived unless in writing. Waiver of anyone breach of any provision shall not be deemed to be a waiver of any other breach of the same or any other provision hereof. 23. Contract Evaluation and Review The ongoing assessment and monitoring of this Agreement is the responsibility of Agency's Executive Director or his or her designee. 24. Termination This Agreement may be terminated by either party by giving written notice at least five (5) days prior to the effective termination date in the written notice. 25. Notice Notices, herein shall be presented in person or by certified or registered U. S. mail, as follows: To Consultant: Wood-Husing and Associates 1180 East Ninth Street, Suite A-6 San Bernardino, California 92410 To Agency: Robert J. Temple, Executive Director Redevelopment Agency of the City of San Bernardino 300 North "D" Street, Fourth Floor San Bernardino, California 92418 Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. 26. Entire Agreement This Agreement with attachments constitutes the entire understanding and agreement of the parties. II II II II II II II Page 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above shown. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, on behalf of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO :::'""''": ~ m~"L P'''''O<L Approved as to form and legal content: BY~ Agen Counsel Approved as to program: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: l241A " I . ~WCDD' HUSING & ASSOCIATES 11 ~O East Ninth Street. Suile A.6 San Bernardino, CA 92410 (714)882-2485 FAX (714)381-0095 March 5, 1990 Mr. Robert Temple, Acting Executive Director San Bernardino Redevelopment Agency 300 North "D" Street San Bernardino, CA 92418 Dear Bob: Permit me to summarize our recent conversation with you and Mayor Holcomb. As San Bernardino enters the 1990s, the most difficult dilemma facing our elected and appointed leaders is the inadequacy of the financial resources at your disposal. There are far more needs to be met than dollars to handle them. Since many of our community's most pressing problems are a direct result of its aging housing and building stock, and capital infra-structure, it is imperative that the Redevelopment Agency ("RDA") maximize the effectiveness of the scarce public funds entrusted to it...consistent with prudent fiscal management. This means: 1. Maximizing the yields which RDA can earn on its investment portfolio. 2. Maximizing the leverage which that portfolio gives RDA in obtaining loanable funds from the banking community. Having dealt with the RDA, from the banker's side of the table, my partner, Gene Wood, is acutely aware of strengths and weaknesses of past efforts by RDA to achieve these objectives. Put simply we believe we can put his experience to work for you, both increasing your investment return by 50 basis points or more, and lowering your cost of bank funds by as much as 1.5% below the prime rate applicable to commercial borrowers. In order to demonstrate our capability in lowering your cost of funds, we have agreed to pursue two objectives on your behalf: ATTACHMENT I ,-' / / ffiD-- & ASSOCIATES 1. Assist you in negotiating a loan, the proceeds of which will be used to replace agency funds to be expended for construction of off-site improvements in conjunction with the H.A.B. properties located on the south of Interstate 215 between Cable Creek and the Devil's Canyon flood control channel. It will be the goal of these negotiations to obtain a loan at below the prime rate, requir- ing no compensating balances, and on a tax exempt basis to the lender. 2. Assist you in negotiating a maximum line of credit, consistent with the agencies current cash flow and consolidated balance sheet, for use on similar future projects. It will be the goal of these negotiations to obtain this line of credit with no cost to the agency until funds are borrowed and requiring no compensating balances. Two rates will be negotiated: one based upon projects which will allow the lender to classify interest earned, from funds loaned, as tax exempt, the other based upon projects where the lender will have to classify interest earned, from funds loaned, as taxable. Further, in order to demonstrate our ability to assist you in increasing the yield on your investment portfolio, we have agreed to: 3. Undertake a review of the cost, risk and rate of return from alternative investment strate- gies available to you. The objective of this review will be the rec- ommendation of a more appropriate and lucra- tive method of portfolio management, consistent with RDA's existing investment policies. We have agreed to assist you in achieving these objectives on an hourly basis, at our standard fee of $125 per hour, plus documented reasonable and normal expenses. I ; / /WffiD -- HUSING & ASSOCIATES Bob, both Gene Wood and I are confident that through the performance of these tasks, we will demonstrate to RDA that a long term relationship with our firm will be mutually beneficial. "fi;;;;'~ John E. Husing, Ph.D. Senior Partner