HomeMy WebLinkAbout2012-254 RESOLUTION NO. 2012-254
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2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
3 CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY
TO THE SAN BERNARDINO REDEVELOPMENT AGENCY
4 AUTHORIZING THE EXECUTION OF AN CONSULTANT SERVICES
AGREEMENT BETWEEN URBAN FUTURES INCORPORATED AND
5 THE CITY ACTING AS THE SUCCESSOR AGENCY TO THE SAN
BERNARDINO REDEVELOPMENT AGENCY FOR CONSULTANT
6 SERVICES.
7 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AN 1
8 COMMON COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS TH
9 SUCCESSOR AGENCY TO THE SAN BERNARDINO REDEVELOPMENT AGENC
10
AS FOLLOWS:
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12 SECTION 1. The Acting City Manager of the Successor Agency to the San Bernardino
13 Redevelopment Agency is hereby authorized and directed to execute on behalf of said
14 Successor Agency a Consulting Services Agreement between Urban Futures Incorporated (UFI)
15 and the Successor Agency to the San Bernardino Redevelopment Agency for consultant services,
16 a copy of which is attached hereto marked Exhibit "A" and incorporated herein by reference as
17 fully as though set forth at length.
18 SECTION 2. The Purchasing Manager is hereby authorized to issue a Purchase Order to
19 Urban Futures Incorporated for consultant services for a total amount not to exceed $160,000.
20 SECTION 3. The authorization granted hereunder shall expire and be void and of no
21 further effect if the agreement is not executed by both parties and returned to the Office of the
22
City Clerk within sixty (60) days following the effective date of the Resolution.
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2012-254
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
1 CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY
TO THE SAN BERNARDINO REDEVELOPMENT AGENCY
2 AUTHORIZING THE EXECUTION OF AN CONSULTANT SERVICES
3 AGREEMENT BETWEEN URBAN FUTURES INCORPORATED AND
THE CITY ACTING AS THE SUCCESSOR AGENCY TO THE SAN
4 BERNARDINO REDEVELOPMENT AGENCY FOR CONSULTANT
SERVICES.
5
6 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor an.
7
Common Council of the City of San Bernardino at a joint regular meeting thereof, hell'
8 on the 151-h day of prtober ,2012, by the following vote,to wit:
Council Members: Ayes Nays Abstain Absent
9
MARQUEZ X
10
JENKINS X
11
VALDIVIA X
12 SHORETT
X
13 KELLEY X
14 JOHNSON X
15 MC CAMMACK X
16
17 Georgean anna, City lerk
City of San Bernardino
18
^'�i
19 The foregoing Resolution is hereby approved this i ` day of ortober , 2012.
20
lirg` —
21 P. . Morris, M. •
Ci • :an Bernardino
22 Approved as to Form:
23
By: .�„
24 James F. Penman, City Attorney
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2012-254
AGREEMENT FOR CONTINUING
DISCLOSURE & CONSULTING SERVICES BETWEEN THE CITY OF
SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE
SAN BERNARDINO REDEVELOPMENT AGENCY AND URBAN
FUTURES, INC.
This Agreement is made and entered into this 1 day of October 2012, by and
between the City of San Bernardino, acting in its capacity as Successor Agency to the
San Bernardino Redevelopment Agency hereinafter referred to as "SUCCESSOR
AGENCY", and Urban Futures, Inc., an independent contractor, hereinafter referred to
as "CONSULTANT".
RECITALS
WHEREAS, SUCCESSOR AGENCY requires on-going Continuing Disclosure
Services (hereinafter referred to as "services"); and,
WHEREAS, the CONSULTANT represents that it is qualified and experienced to
provide such services; and
NOW, THEREFORE, for and in consideration of the mutual promises, covenants
and conditions herein contained, SUCCESSOR AGENCY and CONSULTANT hereby
agree as follows:
ARTICLE I
SCOPE OF SERVICES; TERM
1.1 General Scope of Services.
CONSULTANT shall provide services to SUCCESSOR AGENCY. Services shall
be completed in accordance with the annual reporting requirements as outlined in the
Official Statements of the respective bond issues, but not be limited to, all other duties
and responsibilities as set forth in the Scope of Work attached hereto as Exhibit "A", and
incorporated herein by this reference.
1.2 Non-Exclusive Agreement.
CONSULTANT acknowledges that SUCCESSOR AGENCY may enter into
agreements similar to this Agreement with other consultants
1.3 Term.
The initial term of this Agreement shall begin on October 1, 2012, and continue
for five years until September 30, 2017 (the "Expiration Date"). The term of the
agreement may be extended at SUCCESSOR AGENCY'S discretion for one year
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periods until SUCCESSOR AGENCY determines that services are no longer necessary
and the contract is terminated pursuant to the provisions in Article V of this Agreement.
ARTICLE II
RESPONSIBILITIES OF CONSULTANT
2.1 Control and Payment of Subordinates.
SUCCESSOR AGENCY retains CONSULTANT to provide services. Any staff
provided by CONSULTANT will not be considered employees of SUCCESSOR
AGENCY. CONSULTANT shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of services under this Agreement and as
required by law. CONSULTANT shall be responsible for all reports and obligations with
respect to such personnel, including, but not limited to social security taxes, income tax
withholding, unemployment insurance, and workers' compensation insurance.
2.2 Conformance to Applicable Requirements.
All services or work product provided by CONSULTANT shall be subject to the
approval of SUCCESSOR AGENCY.
2.3 Standard of Care; Licenses.
All professional services to be provided by CONSULTANT pursuant to this
Agreement shall be provided by personnel experienced in their respective fields and in
a manner consistent with the standards of care, diligence and skill ordinarily exercised
by professional consultants in similar circumstances in accordance with sound
professional practices. CONSULTANT represents and warrants to SUCCESSOR
AGENCY that it has all licenses, permits, qualifications and approvals that are legally
required to practice its profession and to provide the services hereunder.
CONSULTANT further represents and warrants that it shall keep in effect all such
licenses, permits, and other approvals during the term of this Agreement.
2.4 Project Representatives.
The SUCCESSOR AGENCY or its designee shall be the Project Representative
of SUCCESSOR AGENCY for purposes of this Agreement and may issue all consents,
approvals, directives and agreement on behalf of SUCCESSOR AGENCY, called for by
this Agreement except as otherwise expressly provided in this Agreement. The
engagement partner assigned by CONSULTANT shall act as Project Representative for
CONSULTANT and shall provide management oversight of CONSULTANT employees
at all times. CONSULTANT shall make best efforts to provide continuity of staff to
SUCCESSOR AGENCY each year which this agreement is in effect. SUCCESSOR
AGENCY retains the right to interview and approve CONSULTANT staff assigned to
SUCCESSOR AGENCY prior to the start of work.
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2.5 Accounting Records.
CONSULTANT shall maintain complete and accurate records with respect to
costs and expenses incurred in the performance of this Agreement. All such records
shall be clearly identifiable as being associated with this Agreement. CONSULTANT
shall allow an authorized representative of SUCCESSOR AGENCY, during normal
business hours, to examine, audit, and make transcripts of copies of such records.
CONSULTANT shall allow SUCCESSOR AGENCY to inspect all work, data,
documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment (or completion of work) under this Agreement.
ARTICLE III
COMPENSATION
3.1 Compensation.
Except as provided in this section, CONSULTANT shall receive compensation
for all services rendered under this Agreement at the rates set forth in the schedule of
Compensation Rates and Charges attached hereto as Exhibit "B", and incorporated
herein by reference. Total compensation shall not exceed the $160,000.00 without
written approval of the SUCCESSOR AGENCY. Assigned CONSULTANT staff shall
not receive compensation for any services provided outside the Scope of Work unless
such additional services (hereinafter "Additional Work") are approved in writing by
SUCCESSOR AGENCY prior to CONSULTANT'S staff performing the Additional Work.
3.2 Payment of Compensation.
CONSULTANT shall provide SUCCESSOR AGENCY an annual invoice that
indicates the annual reports completed by bond issue by CONSULTANT, from the start
of each billing period, as appropriate, through the date of the statement. SUCCESSOR
AGENCY shall make any payment due within thirty (30) days after approval of the
invoice by SUCCESSOR AGENCY.
3.3 Additional Work.
At any time during the term of this Agreement, SUCCESSOR AGENCY may
request the CONSULTANT perform Additional Work. As used herein, "Additional Work"
means any work that is determined by SUCCESSOR AGENCY to be necessary for the
proper completion of the Project, but which the parties did not reasonably anticipate
would be necessary at the execution of this Agreement. CONSULTANT shall not
perform Additional Work until receiving prior written authorization from SUCCESSOR
AGENCY. It is specifically understood and agreed that oral requests and/or approvals
of Additional Work shall be barred and are unenforceable. Additional Work shall be
billed by CONSULTANT to SUCCESSOR AGENCY at rates consistent with the
schedule for Additional Work included in Exhibit B.
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3.4 Amendment of Scope of Work.
SUCCESSOR AGENCY shall have the right to amend the Scope of Work within
the Agreement by written notification to CONSULTANT. In such event, the
compensation and time of performance shall be subject to renegotiation upon written
demand of either party to the Agreement. Failure of CONSULTANT to secure
SUCCESSOR AGENCY'S written authorization for Additional Work or changed work
shall constitute a waiver of any and all right to adjustment in the contract price or time
due, whether by way of compensation, restitution, quantum meruit, etc. for work done
without the appropriate SUCCESSOR AGENCY authorization.
3.5 Reimbursement for Expenses
CONSULTANT shall not be reimbursed for any expenses unless prior written
authorization is obtained from SUCCESSOR AGENCY.
ARTICLE IV
INDEMNIFICATION AND INSURANCE
4.1 Insurance Requirements.
CONSULTANT shall obtain, at its sole cost and expense and keep in force
throughout the term of the Agreement, the following insurance coverage:
1. MINIMUM SCOPE INSURANCE: Coverage shall be at least as broad
as:
a. Commercial General Liability coverage (occurrence policy).
b. Automobile Liability (any automobile).
c. Workers' Compensation insurance as required by the State of
California and Employer's Liability Insurance.
d. Errors and Omissions Liability Insurance appropriate to the
consultant's profession. Architects' and Engineers'
coverage shall be endorsed to include contractual liability
(if applicable).
2. MINIMUM LIMITS OF INSURANCE: CONSULTANT shall maintain limits
no less than:
a. General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or
other form with a general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required
occurrence limit.
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• b. Automobile Liability: $1,000,000 per accident for bodily injury and
property damage.
c. Employer's Liability: $1,000,000 per accident for bodily injury or
disease.
e. Errors and Omissions Liability: $1,000,000 per occurrence.
4.2. Deductibles and Self-insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by
SUCCESSOR AGENCY. At the option of SUCCESSOR AGENCY, either:
CONSULTANT'S insurer shall reduce or eliminate such deductibles or self-insured
retentions with respect to SUCCESSOR AGENCY, its officers, elected and appointed
officials, employees, agents and volunteers; or CONSULTANT shall provide a financial
guarantee satisfactory to SUCCESSOR AGENCY guaranteeing payment of losses and
related investigations, claims administration and defense expense.
4.3 Other Insurance Provisions.
The general liability and automobile liability policies are to contain, or be
endorsed to contain, the following provisions:
a. SUCCESSOR AGENCY, its officers, elected and appointed officials,
employees, agents and volunteers are to be covered as additional insured with
respect to liability arising out of automobiles owned, leased, hired or borrowed by
or on behalf of CONSULTANT; and with respect to liability arising out of work or
operations performed by or on behalf of CONSULTANT including materials,
parts or equipment furnished in connections with such work or operations.
Coverage shall not extend to any indemnity coverage for the active negligence of
the additional insured in any case where an agreement to indemnify the
additional insured would be invalid under Civil Code 8 27882(b). General liability
coverage can be provided in the form of an endorsement to CONSULTANT'S
insurance, or as a separate owner's policy.
b. For any claims related to this project, CONSULTANT'S insurance coverage
shall be primary insurance as respects to SUCCESSOR AGENCY, its officers,
officials, employees, agents and volunteers. Any insurance or self-insurance
maintained by SUCCESSOR AGENCY, its officers, officials, employees, agents
or volunteers shall be excess to CONSULTANT'S insurance and shall not
contribute with it.
c. Each insurance policy required by this clause shall be endorsed to state that
SUCCESSOR AGENCY shall receive no less than thirty (30) days prior written
notice of cancellation of any policies of insurance required hereunder.
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4.4. Acceptability of Insurers
Insurance is to be placed with insurers with current A.M. Best's rating of no less
than B+.
4.5. Verification of Coverage.
CONSULTANT shall furnish SUCCESSOR AGENCY with original certificates
and amendatory endorsements effecting coverage required by SUCCESSOR
AGENCY. All certificates and endorsements are to be received and approved by
SUCCESSOR AGENCY before work commences. SUCCESSOR AGENCY reserves
the right to require complete, certified copies of all required insurance policies, including
endorsements affecting the coverage required by these specifications at any time.
4.6. Subcontractors:
CONSULTANT shall include all subcontractors as insured under its policies or
shall furnish separate certificates and endorsements for each subcontractor. All
coverage for subcontractors shall be subject to all of the requirements stated herein.
4.7. Indemnification and Hold Harmless.
CONSULTANT shall defend, indemnify, hold free and harmless SUCCESSOR
AGENCY, its officers, elected and appointed officials, employees, agents and
volunteers from and against any and all damages to property or injuries to or death of
any person or persons, and shall defend, indemnify, save and hold harmless
SUCCESSOR AGENCY, its officers, elected and appointed officials, employees, agents
and volunteers from any and all claims, demands, suits, actions or proceedings of any
kind or nature, including, but not by way of limitation, all civil claims, workers'
compensation claims, and all other claims resulting from or arising out of the acts, errors
or omissions of CONSULTANT, its employees and/or authorized subcontractors,
whether intentional or negligent, in the performance of this Agreement.
SUCCESSOR AGENCY shall defend, indemnify, hold free and harmless
CONSULTANT, its officers, officials, employees, agents and volunteers from and
against any and all damages to property or injuries to or death of any person or
persons, and shall defend, indemnify, save and hold harmless CONSULTANT, its
officers, officials, employees, agents and volunteers from any and all claims, demands,
suits, actions or proceedings of any kind or nature, including, but not by way of
limitation, all civil claims, workers' compensation claims, and all other claims resulting
from or arising out of the acts, errors or omissions of SUCCESSOR AGENCY, its
employees and/or authorized subcontractors, whether intentional or negligent, in the
performance of this Agreement.
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4.8 Additional Insurance.
Further, CONSULTANT shall obtain any additional kinds and amounts of
insurance which, in its own judgment, may be necessary for the proper protection of any
of its officers', employees', or authorized subcontractors' own actions during the
performance of this Agreement.
ARTICLE V
TERMINATION
5.1 Notice of Termination.
SUCCESSOR AGENCY may terminate the whole or any part of this Agreement
at any time and without cause by giving sixty (60) days written notice to CONSULTANT
of such termination, and specifying the effective date thereof. CONSULTANT shall
discontinue all services affected by such termination within thirty (30) days of receipt of
such notice, unless otherwise instructed by SUCCESSOR AGENCY in writing.
CONSULTANT may terminate this agreement by giving the SUCCESSOR AGENCY
sixty (60) days written notice.
5.2 Termination Without Cause.
If SUCCESSOR AGENCY terminates this Agreement without cause,
CONSULTANT shall be paid for services performed through the date of termination,
upon receipt of written documentation of said services by SUCCESSOR AGENCY.
CONSULTANT shall be paid within sixty (60) days of SUCCESSOR AGENCY'S receipt
of CONSULTANT'S invoice. Such payment shall include a pro-rated amount of profit, if
applicable, but no amount shall be paid for anticipated profit on unperformed services.
5.2 Termination for Cause.
Should CONSULTANT default in the performance of any covenant, condition, or
agreement contained in this Agreement and the default is not cured within thirty (30)
days after written notice of the default is served on CONSULTANT by SUCCESSOR
AGENCY, then SUCCESSOR AGENCY, in addition to any other remedies at law or
equity, may terminate this Agreement. CONSULTANT shall be compensated for
services that have been completed and accepted by SUCCESSOR AGENCY.
CONSULTANT shall be liable to SUCCESSOR AGENCY for any reasonable additional
costs incurred to correct or cure unsatisfactory work performed by CONSULTANT that,
at SUCCESSOR AGENCY'S discretion, must be revised, in part or in whole, to
complete the Project.
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5.4 Procurement of Similar Services.
In the event this Agreement is terminated as provided by this Article, with or
without cause, in whole or in part, SUCCESSOR AGENCY may procure, any and all
services as may be necessary to complete the Project.
5.5 Work Product.
Upon termination of this Agreement, SUCCESSOR AGENCY may require
CONSULTANT to provide all finished or unfinished documents, data, studies, drawings,
reports, etc., prepared by the CONSULTANT'S assigned staff in performance of this
Agreement.
ARTICLE VI
GENERAL PROVISIONS
6.1 Notices.
All notices and written communications sent by one party to the other shall be
personally delivered or sent by registered or certified U.S. Mail postage prepaid, return
receipt requested to the following addresses indicated below:
IF TO SUCCESSOR AGENCY: Director of Finance
City of San Bernardino
300 North D Street
San Bernardino CA 92418
TO CONSULTANT: Michael P. Busch, President
Cc: Ed Monaco, Analyst
Urban Futures, Inc.
3111 N. Tustin Avenue, Suite 230
Orange, CA 92865
The effective date of any notice or written communications sent by one party to
the other shall be the date received if by personal service, or 48 hours after deposit in
the U.S. Mail as reflected by the official U.S. postmark.
6.2 Entire Agreement.
This Agreement contains the entire Agreement of the parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreement whether verbal or written, concerning the same subject matter. This
Agreement may be modified in writing and must be signed by both parties.
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6.3 Successors and Assigns.
This Agreement shall be binding on the successors and assigns of the parties.
This Agreement may not be sold, transferred or assigned by either party, or by
operation of law, to any other person or persons or business entity, without the other
party's written permission. Any such sale, transfer or assignment, or attempted sale,
transfer or assignment without written permission, may be deemed by the other party to
constitute a voluntary termination of this Agreement and this Agreement shall thereafter
be deemed terminated and void.
6.4 Subcontracts.
CONSULTANT shall not subcontract any portion of the work required by this
Agreement without prior written approval of SUCCESSOR AGENCY. All approved
subcontracts, if any, shall be accomplished by a written instrument. Such instrument
shall contain an expressed assumption by the subcontractor of all conditions and terms
and covenants contained in this Agreement.
6.5 Equal Opportunity Employment.
CONSULTANT represents that it is an equal opportunity employer and shall not
discriminate either directly or indirectly against an employee or applicant for
employment with CONSULTANT on the basis of race, color, religion, national origin,
ancestry, sexual preference, sex or age. CONSULTANT shall also take affirmative
steps to ensure that applicants are employed and employees are treated during
employment without regard to race, color, religion, national origin, ancestry, sexual
preference, sex, age, or other prohibited grounds.
6.6 Attorney's Fees.
In the event that litigation is brought by any party in connection with this
Agreement, the prevailing party shall be entitled to recover from the opposing party all
costs and expenses, including reasonable attorneys' fees, incurred by the prevailing
party in the exercise of any of its rights or remedies hereunder or the enforcement of
any of the terms, conditions, or provisions hereof. The costs, salary and expenses of the
City Attorney and members of his office in enforcing this contract on behalf of the CITY
shall be considered as "attorneys' fees" for the purposes of this Agreement.
6.7 Governing Law.
This Agreement shall be governed by and construed under the laws of the State
of California without giving effect to that body of laws pertaining to conflict of laws. In
the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction
located in San Bernardino County, California.
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6.8 Time of Essence.
Time is of the essence for each and every provision of this Agreement.
6.9 Right to Employ Other Consultants.
SUCCESSOR AGENCY reserves the right to employ other consultants in
connection with this Project.
6.10 Covenant Against Contingent Fees.
CONSULTANT warrants that he/she/it has not employed or retained any
company or person, other than a bona fide employee working with CONSULTANT, to
solicit or secure this Agreement, and that he/she/it has not paid or agreed to pay any
company or person, other than a bona fide employee, any fee, commission, percentage,
brokerage fee, gift, or any other consideration, contingent upon or resulting from the
award or making of this Agreement. For breach or violation of this warranty,
SUCCESSOR AGENCY shall have the right to annul this Agreement without liability or,
in its discretion to deduct from CONSULTANT'S compensation provided under this
Agreement, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift, or contingent fee.
6.11 Conflict of Interest.
CONSULTANT covenants that he/she/it presently has no interest and shall not
acquire any interest, direct or indirect, which would conflict in any manner or degree
with the performance of its services hereunder. CONSULTANT further covenants that
in the performance of this Agreement, CONSULTANT shall not employ any person
having any such conflict of interest.
6.12 Statement of Economic Interest.
If SUCCESSOR AGENCY determines CONSULTANT comes within the
definition of CONSULTANT under the Political Reform Act (Government Code §87100
et. seq.), CONSULTANT shall complete and file and shall require any other person
doing work under this Agreement, to complete and file a "Statement of Economic
Interest" with the City Clerk of the SUCCESSOR AGENCY disclosing CONSULTANT
and/or such other person's financial interests.
6.13 No Waiver of Breach; Time.
No waiver of any provision of this Agreement shall be effective unless in writing
and signed by a duly authorized representative of the party against whom enforcement
of a waiver is sought referring expressly to this Paragraph. The waiver of any right or
remedy in respect to any occurrence or event shall not be deemed a waiver of any right
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or remedy in respect to any other occurrence or event, nor shall any waiver constitute a
continuing waiver.
6.14 Third Party Beneficiaries.
Nothing contained in this Agreement shall be construed to create and the parties
do not intend to create any rights in third parties.
6.15 Taxes.
CONSULTANT agrees to file tax returns and pay all applicable taxes on amounts
paid pursuant to this Agreement and shall be solely liable and responsible to pay such
taxes and other obligations, including, but not limited to, state and federal income and
FICA taxes. CONSULTANT agrees to indemnify and hold SUCCESSOR AGENCY
harmless from any liability which it may incur to the United States or to the State of
California as a consequence of CONSULTANT'S failure to pay, when due, all such
taxes and obligations.
6.16 Compliance With Law.
CONSULTANT shall comply with applicable federal, state and local laws, rules
and regulations affecting the CONSULTANT and his/her/its work hereunder.
6.17 Title to Documents.
Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings,
descriptions and other final work products compiled by CONSULTANT under the
Agreement shall be vested in CONSULTANT, none of which shall be used in any
manner whatsoever, by any person, firm, corporation, or agency without the expressed
written consent of SUCCESSOR AGENCY. Basic survey notes and sketches, charts,
computations, and other data prepared or obtained under the Agreement shall be made
available, upon request, to SUCCESSOR AGENCY without restriction or limitations on
their use. CONSULTANT will retain copies of the above described information but
agrees not to disclose or discuss any information gathered, discussed or generated in
any way through this Agreement without the written permission of SUCCESSOR
AGENCY during the term of this Agreement or until ninety (90) days after receipt of final
payment from SUCCESSOR AGENCY.
6.18 Validity.
The validity in whole or in part of any provision of this Agreement shall not void or
affect the validity of any other provisions of this Agreement.
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6.19 Headings.
Section and subsection headings are not to be considered part of this
Agreement, are included solely for convenience, and are not intended to modify or
explain or to be a full or accurate description of the content thereof.
6.20 Counterparts.
This Agreement may be executed in one or more counterparts by the parties
hereto. All counterparts shall be construed together and shall constitute one
agreement.
6.21 Corporate Authority.
The persons executing this Agreement on behalf of the Parties hereto warrant
that they are duly authorized to execute this Agreement on behalf of said Parties and
that by doing so; the Parties hereto are formally bound to the provision of this
Agreement.
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AGREEMENT FOR CONTINUING
DISCLOSURE & CONSULTING SERVICES BETWEEN THE CITY OF
SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE
SAN BERNARDINO REDEVELOPMENT AGENCY AND URBAN
FUTURES, INC.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the date and year first above written.
Dated: t/' , 2012 CONS TANT
By: k A l
irchael Busch
Dated ^Z Z , 2012 CITY OF SAN BERNARDINO ACTING AS
SUCCESS•R AGENCY
By: . Ik I , i. i�/ . MillA
City Manager
Approved as to Form:
James F. Penman, City Attorney
By:
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EXHIBIT "A"
SCOPE OF WORK
Urban Futures Incorporated (UFI) is a full-service consulting firm serving public agencies solely
in the State of California. Financial services of UFI are needed as a result of current economic
conditions, the delayed budget process, the delayed completion of the audit, implementation of
the new financial software solution, ABX1 26 wind-down of the RDA/EDA and property
assessment valuation determination.
Also, the CONSULTANT will be expected to provide full annual disclosure reporting for the
SUCCESSOR AGENCY'S outstanding bond transactions as required by the Securities
Exchange Commission's Rule 15c2-12 and in accordance with the specific disclosure reporting
requirements detailed in each respective bond transcript. Specifically, CONSULTANT will:
1. Collect the necessary financial and statistical information necessary from SUCCESSOR
AGENCY staff, auditors or any other source as required.
2. Transmit the annual report for each bond transaction listed below to the Municipal
Securities Rulemaking Board's (MSRB) nationally recognized data repository known as
EMMA.
Contract dated October 1, 2012 Year 1 Years 2 to 5 Total
Disclosure Services (see Exhibit A
below for more detail) 17,000.00 68,000.00 85,000.00
ABX1 26 and AB1484 Analysis and
Consulting 75,000.00 - 75,000.00
92,000.00 68,000.00 160,000.00
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The CONSULTANT will provide services as described in this agreement for the following bond
transactions:
SUCCESSOR AGENCY FOR THE FORMER CITY OF SAN BERNARDINO EDA/RDA
DISCLOSURE FEES
EXHIBIT A
I COST AMOUNT
!BOND ISSUE ' YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
$27,590,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Refunding Bonds,Series 1998A 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
$8,5349,000
San Bernardino Joint Powers Financing Authority
Subordinated Tax Allocation Refunding Bonds,Series 19988 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
33,635,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds,Series 2002A 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
$30,330,000
San Bernardino Joint Powers Financing Authority
2002 Tax Allocation Refunding Bonds 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
355,800,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Revenue Refunding Bonds.Series 2005A 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
$21,105:000
San Bernardino Joint Powers Financing Authority
Tax Allocation Revenue Refunding Bonds Series 2005B 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
328,665,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds(20%Set Aside)
Taxable Series 2006 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
$3.220,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds Series 20108
(Northwest Redevelopment Project Area) 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
57.065.000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds Series 2010A
(4'"Street Corridor Project) 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
13,500.00 13,500.00 13,500.00 13,500.00 13,500.00
Additional fees 3,500.00 3,500.00 3,500.00 3,500.00 3500.00
I ota l 17,000.00 1/,000.00 1 7,000.00 17,000.00 17,000.00
Grand Total I 85,000.0011
Services for future bond transactions may be added to this project with the mutual agreement of
the SUCCESSOR AGENCY and the CONSULTANT.
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EXHIBIT "B"
COMPENSATION RATES AND CHARGES
One Time Set up Fee (database set-up) .waived
Dissemination of Reports Included in annual fee
Online Publication of Reports Included in annual fee
Significant Event Notice Preparation .Included in annual fee
Preparation of Annual Disclosure Report as stated below(annual fee per issue to satisfy all
requirements):
$27,590,000
San Bernardino Joint Powers Financing Authority $1,500(annual fee)
Tax Allocation Refunding Bonds, Series 1998A
$8,590,000
San Bernardino Joint Powers Financing Authority annual fee)
Tax Allocation Refunding Bonds, Series 19988 $1,500( )
$3,635,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds, Series 2002A $1,500(annual fee)
$30,330,000
San Bernardino Joint Powers Financing Authority $1,500(annual fee)
2002 Tax Allocation Refunding Bonds
$55,800,000
San Bernardino Joint Powers Financing Authority $1,500(annual fee)
Tax Allocation Revenue Refunding Bonds,Series 2005A
$21,105,000
San Bernardino Joint Powers Financing Authority $1,500(annual fee)
Tax Allocation Revenue Refunding Bonds Series 2005B
$28,665,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds(20%Set Aside) $1,500(annual fee)
Taxable Series 2006
$3,220,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds Series 2010B
(Northwest Redevelopment Project Area) $1,500(annual fee)
$7,065,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds Series 2010A $1,500(annual fee)
(4th Street Corridor Project)
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Additional Work
Hourly Fee Structure for Additional Work:
Principals: $225.00
Senior Staff: $160.00
Associate Staff: $125.00
Assistant Level: $75.00
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AGREEMENT FOR CONTINUING
DISCLOSURE & CONSULTING SERVICES BETWEEN THE CITY OF
SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE
SAN BERNARDINO REDEVELOPMENT AGENCY AND URBAN
FUTURES, INC.
This Agreement is made and entered into this 1 day of October 2012, by and
between the City of San Bernardino, acting in its capacity as Successor Agency to the
San Bernardino Redevelopment Agency hereinafter referred to as "SUCCESSOR
AGENCY", and Urban Futures, Inc., an independent contractor, hereinafter referred to
as "CONSULTANT".
RECITALS
WHEREAS, SUCCESSOR AGENCY requires on-going Continuing Disclosure
Services (hereinafter referred to as "services"); and,
WHEREAS, the CONSULTANT represents that it is qualified and experienced to
provide such services; and
NOW, THEREFORE, for and in consideration of the mutual promises, covenants
and conditions herein contained, SUCCESSOR AGENCY and CONSULTANT hereby
agree as follows:
ARTICLE I
SCOPE OF SERVICES; TERM
1.1 General Scope of Services.
CONSULTANT shall provide services to SUCCESSOR AGENCY. Services shall
be completed in accordance with the annual reporting requirements as outlined in the
Official Statements of the respective bond issues, but not be limited to, all other duties
and responsibilities as set forth in the Scope of Work attached hereto as Exhibit "A", and
incorporated herein by this reference.
1.2 Non-Exclusive Agreement.
CONSULTANT acknowledges that SUCCESSOR AGENCY may enter into
agreements similar to this Agreement with other consultants
1.3 Term.
The initial term of this Agreement shall begin on October 1, 2012, and continue
for five years until September 30, 2017 (the "Expiration Date"). The term of the
agreement may be extended at SUCCESSOR AGENCY'S discretion for one year
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periods until SUCCESSOR AGENCY determines that services are no longer necessary
and the contract is terminated pursuant to the provisions in Article V of this Agreement.
ARTICLE II
RESPONSIBILITIES OF CONSULTANT
2.1 Control and Payment of Subordinates.
SUCCESSOR AGENCY retains CONSULTANT to provide services. Any staff
provided by CONSULTANT will not be considered employees of SUCCESSOR
AGENCY. CONSULTANT shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of services under this Agreement and as
required by law. CONSULTANT shall be responsible for all reports and obligations with
respect to such personnel, including, but not limited to social security taxes, income tax
withholding, unemployment insurance, and workers' compensation insurance.
2.2 Conformance to Applicable Requirements.
All services or work product provided by CONSULTANT shall be subject to the
approval of SUCCESSOR AGENCY.
2.3 Standard of Care; Licenses.
All professional services to be provided by CONSULTANT pursuant to this
Agreement shall be provided by personnel experienced in their respective fields and in
a manner consistent with the standards of care, diligence and skill ordinarily exercised
by professional consultants in similar circumstances in accordance with sound
professional practices. CONSULTANT represents and warrants to SUCCESSOR
AGENCY that it has all licenses, permits, qualifications and approvals that are legally
required to practice its profession and to provide the services hereunder.
CONSULTANT further represents and warrants that it shall keep in effect all such
licenses, permits, and other approvals during the term of this Agreement.
2.4 Project Representatives.
The SUCCESSOR AGENCY or its designee shall be the Project Representative
of SUCCESSOR AGENCY for purposes of this Agreement and may issue all consents,
approvals, directives and agreement on behalf of SUCCESSOR AGENCY, called for by
this Agreement except as otherwise expressly provided in this Agreement. The
engagement partner assigned by CONSULTANT shall act as Project Representative for
CONSULTANT and shall provide management oversight of CONSULTANT employees
at all times. CONSULTANT shall make best efforts to provide continuity of staff to
SUCCESSOR AGENCY each year which this agreement is in effect. SUCCESSOR
AGENCY retains the right to interview and approve CONSULTANT staff assigned to
SUCCESSOR AGENCY prior to the start of work.
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2.5 Accounting Records.
CONSULTANT shall maintain complete and accurate records with respect to
costs and expenses incurred in the performance of this Agreement. All such records
shall be clearly identifiable as being associated with this Agreement. CONSULTANT
shall allow an authorized representative of SUCCESSOR AGENCY, during normal
business hours, to examine, audit, and make transcripts of copies of such records.
CONSULTANT shall allow SUCCESSOR AGENCY to inspect all work, data,
documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment (or completion of work) under this Agreement.
ARTICLE III
COMPENSATION
3.1 Compensation.
Except as provided in this section, CONSULTANT shall receive compensation
for all services rendered under this Agreement at the rates set forth in the schedule of
Compensation Rates and Charges attached hereto as Exhibit "B", and incorporated
herein by reference. Total compensation shall not exceed the $160,000.00 without
written approval of the SUCCESSOR AGENCY. Assigned CONSULTANT staff shall
not receive compensation for any services provided outside the Scope of Work unless
such additional services (hereinafter "Additional Work") are approved in writing by
SUCCESSOR AGENCY prior to CONSULTANT'S staff performing the Additional Work.
3.2 Payment of Compensation.
CONSULTANT shall provide SUCCESSOR AGENCY an annual invoice that
indicates the annual reports completed by bond issue by CONSULTANT, from the start
of each billing period, as appropriate, through the date of the statement. SUCCESSOR
AGENCY shall make any payment due within thirty (30) days after approval of the
invoice by SUCCESSOR AGENCY.
3.3 Additional Work.
At any time during the term of this Agreement, SUCCESSOR AGENCY may
request the CONSULTANT perform Additional Work. As used herein, "Additional Work"
means any work that is determined by SUCCESSOR AGENCY to be necessary for the
proper completion of the Project, but which the parties did not reasonably anticipate
would be necessary at the execution of this Agreement. CONSULTANT shall not
perform Additional Work until receiving prior written authorization from SUCCESSOR
AGENCY. It is specifically understood and agreed that oral requests and/or approvals
of Additional Work shall be barred and are unenforceable. Additional Work shall be
billed by CONSULTANT to SUCCESSOR AGENCY at rates consistent with the
schedule for Additional Work included in Exhibit B.
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3.4 Amendment of Scope of Work.
SUCCESSOR AGENCY shall have the right to amend the Scope of Work within
the Agreement by written notification to CONSULTANT. In such event, the
compensation and time of performance shall be subject to renegotiation upon written
demand of either party to the Agreement. Failure of CONSULTANT to secure
SUCCESSOR AGENCY'S written authorization for Additional Work or changed work
shall constitute a waiver of any and all right to adjustment in the contract price or time
due, whether by way of compensation, restitution, quantum meruit, etc. for work done
without the appropriate SUCCESSOR AGENCY authorization.
3.5 Reimbursement for Expenses
CONSULTANT shall not be reimbursed for any expenses unless prior written
authorization is obtained from SUCCESSOR AGENCY.
ARTICLE IV
INDEMNIFICATION AND INSURANCE
4.1 Insurance Requirements.
CONSULTANT shall obtain, at its sole cost and expense and keep in force
throughout the term of the Agreement, the following insurance coverage:
1. MINIMUM SCOPE INSURANCE: Coverage shall be at least as broad
as:
a. Commercial General Liability coverage (occurrence policy).
b. Automobile Liability (any automobile).
c. Workers' Compensation insurance as required by the State of
California and Employer's Liability Insurance.
d. Errors and Omissions Liability Insurance appropriate to the
consultant's profession. Architects' and Engineers'
coverage shall be endorsed to include contractual liability
(if applicable).
2. MINIMUM LIMITS OF INSURANCE: CONSULTANT shall maintain limits
no less than:
a. General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or
other form with a general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required
occurrence limit.
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b. Automobile Liability: $1,000,000 per accident for bodily injury and
property damage.
c. Employer's Liability: $1,000,000 per accident for bodily injury or
disease.
e. Errors and Omissions Liability: $1,000,000 per occurrence.
4.2. Deductibles and Self-insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by
SUCCESSOR AGENCY. At the option of SUCCESSOR AGENCY, either:
CONSULTANT'S insurer shall reduce or eliminate such deductibles or self-insured
retentions with respect to SUCCESSOR AGENCY, its officers, elected and appointed
officials, employees, agents and volunteers; or CONSULTANT shall provide a financial
guarantee satisfactory to SUCCESSOR AGENCY guaranteeing payment of losses and
related investigations, claims administration and defense expense.
4.3 Other Insurance Provisions.
The general liability and automobile liability policies are to contain, or be
endorsed to contain, the following provisions:
a. SUCCESSOR AGENCY, its officers, elected and appointed officials,
employees, agents and volunteers are to be covered as additional insured with
respect to liability arising out of automobiles owned, leased, hired or borrowed by
or on behalf of CONSULTANT; and with respect to liability arising out of work or
operations performed by or on behalf of CONSULTANT including materials,
parts or equipment furnished in connections with such work or operations.
Coverage shall not extend to any indemnity coverage for the active negligence of
the additional insured in any case where an agreement to indemnify the
additional insured would be invalid under Civil Code 8 27882(b). General liability
coverage can be provided in the form of an endorsement to CONSULTANT'S
insurance, or as a separate owner's policy.
b. For any claims related to this project, CONSULTANT'S insurance coverage
shall be primary insurance as respects to SUCCESSOR AGENCY, its officers,
officials, employees, agents and volunteers. Any insurance or self-insurance
maintained by SUCCESSOR AGENCY, its officers, officials, employees, agents
or volunteers shall be excess to CONSULTANT'S insurance and shall not
contribute with it.
c. Each insurance policy required by this clause shall be endorsed to state that
SUCCESSOR AGENCY shall receive no less than thirty (30) days prior written
notice of cancellation of any policies of insurance required hereunder.
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4.4. Acceptability of Insurers
Insurance is to be placed with insurers with current A.M. Best's rating of no less
than B+.
4.5. Verification of Coverage.
CONSULTANT shall furnish SUCCESSOR AGENCY with original certificates
and amendatory endorsements effecting coverage required by SUCCESSOR
AGENCY. All certificates and endorsements are to be received and approved by
SUCCESSOR AGENCY before work commences. SUCCESSOR AGENCY reserves
the right to require complete, certified copies of all required insurance policies, including
endorsements affecting the coverage required by these specifications at any time.
4.6. Subcontractors:
CONSULTANT shall include all subcontractors as insured under its policies or
shall furnish separate certificates and endorsements for each subcontractor. All
coverage for subcontractors shall be subject to all of the requirements stated herein.
4.7. Indemnification and Hold Harmless.
CONSULTANT shall defend, indemnify, hold free and harmless SUCCESSOR
AGENCY, its officers, elected and appointed officials, employees, agents and
volunteers from and against any and all damages to property or injuries to or death of
any person or persons, and shall defend, indemnify, save and hold harmless
SUCCESSOR AGENCY, its officers, elected and appointed officials, employees, agents
and volunteers from any and all claims, demands, suits, actions or proceedings of any
kind or nature, including, but not by way of limitation, all civil claims, workers'
compensation claims, and all other claims resulting from or arising out of the acts, errors
or omissions of CONSULTANT, its employees and/or authorized subcontractors,
whether intentional or negligent, in the performance of this Agreement.
SUCCESSOR AGENCY shall defend, indemnify, hold free and harmless
CONSULTANT, its officers, officials, employees, agents and volunteers from and
against any and all damages to property or injuries to or death of any person or
persons, and shall defend, indemnify, save and hold harmless CONSULTANT, its
officers, officials, employees, agents and volunteers from any and all claims, demands,
suits, actions or proceedings of any kind or nature, including, but not by way of
limitation, all civil claims, workers' compensation claims, and all other claims resulting
from or arising out of the acts, errors or omissions of SUCCESSOR AGENCY, its
employees and/or authorized subcontractors, whether intentional or negligent, in the
performance of this Agreement.
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4.8 Additional Insurance.
Further, CONSULTANT shall obtain any additional kinds and amounts of
insurance which, in its own judgment, may be necessary for the proper protection of any
of its officers', employees', or authorized subcontractors' own actions during the
performance of this Agreement.
ARTICLE V
TERMINATION
5.1 Notice of Termination.
SUCCESSOR AGENCY may terminate the whole or any part of this Agreement
at any time and without cause by giving sixty (60) days written notice to CONSULTANT
of such termination, and specifying the effective date thereof. CONSULTANT shall
discontinue all services affected by such termination within thirty (30) days of receipt of
such notice, unless otherwise instructed by SUCCESSOR AGENCY in writing.
CONSULTANT may terminate this agreement by giving the SUCCESSOR AGENCY
sixty (60) days written notice.
5.2 Termination Without Cause.
If SUCCESSOR AGENCY terminates this Agreement without cause,
CONSULTANT shall be paid for services performed through the date of termination,
upon receipt of written documentation of said services by SUCCESSOR AGENCY.
CONSULTANT shall be paid within sixty (60) days of SUCCESSOR AGENCY'S receipt
of CONSULTANT'S invoice. Such payment shall include a pro-rated amount of profit, if
applicable, but no amount shall be paid for anticipated profit on unperformed services.
5.2 Termination for Cause.
Should CONSULTANT default in the performance of any covenant, condition, or
agreement contained in this Agreement and the default is not cured within thirty (30)
days after written notice of the default is served on CONSULTANT by SUCCESSOR
AGENCY, then SUCCESSOR AGENCY, in addition to any other remedies at law or
equity, may terminate this Agreement. CONSULTANT shall be compensated for
services that have been completed and accepted by SUCCESSOR AGENCY.
CONSULTANT shall be liable to SUCCESSOR AGENCY for any reasonable additional
costs incurred to correct or cure unsatisfactory work performed by CONSULTANT that,
at SUCCESSOR AGENCY'S discretion, must be revised, in part or in whole, to
complete the Project.
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5.4 Procurement of Similar Services.
In the event this Agreement is terminated as provided by this Article, with or
without cause, in whole or in part, SUCCESSOR AGENCY may procure, any and all
services as may be necessary to complete the Project.
5.5 Work Product.
Upon termination of this Agreement, SUCCESSOR AGENCY may require
CONSULTANT to provide all finished or unfinished documents, data, studies, drawings,
reports, etc., prepared by the CONSULTANT'S assigned staff in performance of this
Agreement.
ARTICLE VI
GENERAL PROVISIONS
6.1 Notices.
All notices and written communications sent by one party to the other shall be
personally delivered or sent by registered or certified U.S. Mail postage prepaid, return
receipt requested to the following addresses indicated below:
IF TO SUCCESSOR AGENCY: Director of Finance
City of San Bernardino
300 North D Street
San Bernardino CA 92418
TO CONSULTANT: Michael P. Busch, President
Cc: Ed Monaco, Analyst
Urban Futures, Inc.
3111 N. Tustin Avenue, Suite 230
Orange, CA 92865
The effective date of any notice or written communications sent by one party to
the other shall be the date received if by personal service, or 48 hours after deposit in
the U.S. Mail as reflected by the official U.S. postmark.
6.2 Entire Agreement.
This Agreement contains the entire Agreement of the parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreement whether verbal or written, concerning the same subject matter. This
Agreement may be modified in writing and must be signed by both parties.
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6.3 Successors and Assigns.
This Agreement shall be binding on the successors and assigns of the parties.
This Agreement may not be sold, transferred or assigned by either party, or by
operation of law, to any other person or persons or business entity, without the other
party's written permission. Any such sale, transfer or assignment, or attempted sale,
transfer or assignment without written permission, may be deemed by the other party to
constitute a voluntary termination of this Agreement and this Agreement shall thereafter
be deemed terminated and void.
6.4 Subcontracts.
CONSULTANT shall not subcontract any portion of the work required by this
Agreement without prior written approval of SUCCESSOR AGENCY. All approved
subcontracts, if any, shall be accomplished by a written instrument. Such instrument
shall contain an expressed assumption by the subcontractor of all conditions and terms
and covenants contained in this Agreement.
6.5 Equal Opportunity Employment.
CONSULTANT represents that it is an equal opportunity employer and shall not
discriminate either directly or indirectly against an employee or applicant for
employment with CONSULTANT on the basis of race, color, religion, national origin,
ancestry, sexual preference, sex or age. CONSULTANT shall also take affirmative
steps to ensure that applicants are employed and employees are treated during
employment without regard to race, color, religion, national origin, ancestry, sexual
preference, sex, age, or other prohibited grounds.
6.6 Attorney's Fees.
In the event that litigation is brought by any party in connection with this
Agreement, the prevailing party shall be entitled to recover from the opposing party all
costs and expenses, including reasonable attorneys' fees, incurred by the prevailing
party in the exercise of any of its rights or remedies hereunder or the enforcement of
any of the terms, conditions, or provisions hereof. The costs, salary and expenses of the
City Attorney and members of his office in enforcing this contract on behalf of the CITY
shall be considered as "attorneys' fees" for the purposes of this Agreement.
6.7 Governing Law.
This Agreement shall be governed by and construed under the laws of the State
of California without giving effect to that body of laws pertaining to conflict of laws. In
the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction
located in San Bernardino County, California.
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6.8 Time of Essence.
Time is of the essence for each and every provision of this Agreement.
6.9 Right to Employ Other Consultants.
SUCCESSOR AGENCY reserves the right to employ other consultants in
connection with this Project.
6.10 Covenant Against Contingent Fees.
CONSULTANT warrants that he/she/it has not employed or retained any
company or person, other than a bona fide employee working with CONSULTANT, to
solicit or secure this Agreement, and that he/she/it has not paid or agreed to pay any
company or person, other than a bona fide employee, any fee, commission, percentage,
brokerage fee, gift, or any other consideration, contingent upon or resulting from the
award or making of this Agreement. For breach or violation of this warranty,
SUCCESSOR AGENCY shall have the right to annul this Agreement without liability or,
in its discretion to deduct from CONSULTANT'S compensation provided under this
Agreement, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift, or contingent fee.
6.11 Conflict of Interest.
CONSULTANT covenants that he/she/it presently has no interest and shall not
acquire any interest, direct or indirect, which would conflict in any manner or degree
with the performance of its services hereunder. CONSULTANT further covenants that
in the performance of this Agreement, CONSULTANT shall not employ any person
having any such conflict of interest.
6.12 Statement of Economic Interest.
If SUCCESSOR AGENCY determines CONSULTANT comes within the
definition of CONSULTANT under the Political Reform Act (Government Code §87100
et. seq.), CONSULTANT shall complete and file and shall require any other person
doing work under this Agreement, to complete and file a "Statement of Economic
Interest" with the City Clerk of the SUCCESSOR AGENCY disclosing CONSULTANT
and/or such other person's financial interests.
6.13 No Waiver of Breach; Time.
No waiver of any provision of this Agreement shall be effective unless in writing
and signed by a duly authorized representative of the party against whom enforcement
of a waiver is sought referring expressly to this Paragraph. The waiver of any right or
remedy in respect to any occurrence or event shall not be deemed a waiver of any right
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or remedy in respect to any other occurrence or event, nor shall any waiver constitute a
continuing waiver.
6.14 Third Party Beneficiaries.
Nothing contained in this Agreement shall be construed to create and the parties
do not intend to create any rights in third parties.
6.15 Taxes.
CONSULTANT agrees to file tax returns and pay all applicable taxes on amounts
paid pursuant to this Agreement and shall be solely liable and responsible to pay such
taxes and other obligations, including, but not limited to, state and federal income and
FICA taxes. CONSULTANT agrees to indemnify and hold SUCCESSOR AGENCY
harmless from any liability which it may incur to the United States or to the State of
California as a consequence of CONSULTANT'S failure to pay, when due, all such
taxes and obligations.
6.16 Compliance With Law.
CONSULTANT shall comply with applicable federal, state and local laws, rules
and regulations affecting the CONSULTANT and his/her/its work hereunder.
6.17 Title to Documents.
Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings,
descriptions and other final work products compiled by CONSULTANT under the
Agreement shall be vested in CONSULTANT, none of which shall be used in any
manner whatsoever, by any person, firm, corporation, or agency without the expressed
written consent of SUCCESSOR AGENCY. Basic survey notes and sketches, charts,
computations, and other data prepared or obtained under the Agreement shall be made
available, upon request, to SUCCESSOR AGENCY without restriction or limitations on
their use. CONSULTANT will retain copies of the above described information but
agrees not to disclose or discuss any information gathered, discussed or generated in
any way through this Agreement without the written permission of SUCCESSOR
AGENCY during the term of this Agreement or until ninety (90) days after receipt of final
payment from SUCCESSOR AGENCY.
6.18 Validity.
The validity in whole or in part of any provision of this Agreement shall not void or
affect the validity of any other provisions of this Agreement.
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6.19 Headings.
Section and subsection headings are not to be considered part of this
Agreement, are included solely for convenience, and are not intended to modify or
explain or to be a full or accurate description of the content thereof.
6.20 Counterparts.
This Agreement may be executed in one or more counterparts by the parties
hereto. All counterparts shall be construed together and shall constitute one
agreement.
6.21 Corporate Authority.
The persons executing this Agreement on behalf of the Parties hereto warrant
that they are duly authorized to execute this Agreement on behalf of said Parties and
that by doing so; the Parties hereto are formally bound to the provision of this
Agreement.
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AGREEMENT FOR CONTINUING
DISCLOSURE & CONSULTING SERVICES BETWEEN THE CITY OF
SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE
SAN BERNARDINO REDEVELOPMENT AGENCY AND URBAN
FUTURES, INC.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the date and year first above written.
Dated: , 2012 CONSULTANT
By:
Michael Busch
Dated , 2012 CITY OF SAN BERNARDINO ACTING AS
SUCCESSOR AGENCY
By:
City Manager
Approved as to Form:
James F. Penman, City Attorney
By:
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EXHIBIT "A"
SCOPE OF WORK
Urban Futures Incorporated (UFI) is a full-service consulting firm serving public agencies solely
in the State of California. Financial services of UFI are needed as a result of current economic
conditions, the delayed budget process, the delayed completion of the audit, implementation of
the new financial software solution, ABX1 26 wind-down of the RDA/EDA and property
assessment valuation determination.
Also, the CONSULTANT will be expected to provide full annual disclosure reporting for the
SUCCESSOR AGENCY'S outstanding bond transactions as required by the Securities
Exchange Commission's Rule 15c2-12 and in accordance with the specific disclosure reporting
requirements detailed in each respective bond transcript. Specifically, CONSULTANT will:
1. Collect the necessary financial and statistical information necessary from SUCCESSOR
AGENCY staff, auditors or any other source as required.
2. Transmit the annual report for each bond transaction listed below to the Municipal
Securities Rulemaking Board's (MSRB) nationally recognized data repository known as
EMMA.
Contract dated October 1,2012 Year 1 Years 2 to 5 Total
Disclosure Services (see Exhibit A
below for more detail) 17,000.00 68,000.00 85,000.00
ABX1 26 and AB1484 Analysis and
Consulting 75,000.00 - 75,000.00
92,000.00 68,000.00 160,000.00
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The CONSULTANT will provide services as described in this agreement for the following bond
transactions:
SUCCESSOR AGENCY FOR THE FORMER CITY OF SAN BERNARDINO EDA/RDA
DISCLOSURE FEES
EXHIBII A
COST AMOUNT
BOND ISSUE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
$27,590,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Refunding Bonds,Series 1998A 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
58 590,000
San Bernardino Joint Powers Financing Authority
Subordinated Tax Allocation Refunding Bonds.Series 1998B 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
$3,635,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds,Series 2002A 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
$30,330,000
San Bernardino Joint Powers Financing Authority
2002 Tax Allocation Refunding Bonds 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
$55,800,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Revenue Refunding Bonds.Series 2005A 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
521,105,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Revenue Refunding Bonds Series 2005B 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
$28,665,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds(20%Set Aside)
Taxable Series 2006 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
$3,220,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds Series 20105
(Northwest Redevelopment Project Area) 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
$7,065,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds Series 2010A
(4'Street Corridor Project) 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
13,500.00 13,500.00 13,500.00 13,500.00 13,500.00
Additional fees 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00
T ota I 11,000.00 11,000.00 1/,000.00 17,000.00 11,000.00
Grand Iota) 85,000.00
Services for future bond transactions may be added to this project with the mutual agreement of
the SUCCESSOR AGENCY and the CONSULTANT.
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2012-254
EXHIBIT "B"
COMPENSATION RATES AND CHARGES
One Time Set up Fee (database set-up) ..waived
Dissemination of Reports Included in annual fee
Online Publication of Reports Included in annual fee
Significant Event Notice Preparation .Included in annual fee
Preparation of Annual Disclosure Report as stated below(annual fee per issue to satisfy all
requirements):
$27,590,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Refunding Bonds, Series 1998A $1,500(annual fee)
$8,590,000
San Bernardino Joint Powers Financing Authority
Subordinated Tax Allocation Refunding Bonds, Series 19988 $1,500(annual fee)
$3,635,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds, Series 2002A $1,500(annual fee)
$30,330,000
San Bernardino Joint Powers Financing Authority
2002 Tax Allocation Refunding Bonds $1,500(annual fee)
$55,800,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Revenue Refunding Bonds,Series 2005A $1,500(annual fee)
$21,105,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Revenue Refunding Bonds Series 2005B ..$1,500(annual fee)
$28,665,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds(20% Set Aside)
Taxable Series 2006 $1,500(annual fee)
$3,220,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds Series 2010B
(Northwest Redevelopment Project Area) $1,500(annual fee)
$7,065,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds Series 2010A
(4th Street Corridor Project) $1,500(annual fee)
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2012-254
Additional Work
Hourly Fee Structure for Additional Work:
Principals: $225.00
Senior Staff: $160.00
Associate Staff. $125.00
Assistant Level: $75.00
17