Loading...
HomeMy WebLinkAbout09.C- Redevelopment Agency RESOLUTION (ID #2266) DOC ID: 2266 CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Agreement/Contract Amendment From: Teri Baker M/CC Meeting Date: 02/04/2013 Prepared by: Lisa Connor, (909) 663-1044 Dept: Redevelopment Agency Ward(s): All Subject: Resolution of the Mayor and Common Council of the City of San Bernardino Acting as the Successor Agency and Successor Entity to the Redevelopment Agency of the City of San Bernardino Approving the First Amendment to Agreement for Consulting Services with Urban Futures,Inc. Financial Impact: Approval of this first amendment to the Urban Futures Consultant Agreement for the Successor Agency will increase the current Purchase Order to Urban Futures in the amount of$75,000. To the extent that wind-down services are needed from UFI in the future beyond the currently recommended purchase order amount, such supplemental financial authorizations will be submitted to the Successor Agency for consideration. Motion: Adopt Resolution. Synopsis of Previous Council Action: On June 4,2012, the Mayor and Common Council authorized the execution of a Consultant Services Agreement between Urban Futures, Inc., and the City of San Bernardino for consultant services. On October 1, 2012, the Successor Agency and Urban Futures, Inc., entered into an Agreement for Continuing Disclosure and Consulting Services. Back round: The Redevelopment Agency of the City of San Bernardino was dissolved February 1, 2012. The Successor Agency to the Redevelopment Agency of the City of San Bernardino ("Successor Agency") has been established pursuant to the California Health and Safety Code to wind-down the affairs of the dissolved redevelopment agency. The Successor Agency and Urban Futures, Inc. (the "UFI") previously entered into an original Agreement for Continuing Disclosure and Consulting Services dated October 1, 2012 (Resolution No. 2012-254) (the "Agreement") for an amount not to exceed $160,000 for a term of Five (5)Years. The Agreement's scope of services included: 1. Continuing disclosure services with respect to certain of Successor Agency's bond issues ($17,000 in Year 1 and $68,000 in Years 2- 5); and 2. Consulting services with respect to winding-down the former redevelopment agency ($75,000 Year 1). Updated: 1/31/2013 by Teri Baker Packet Pg. 410 2266 Prior to October 1, 2012, UFI provided services with respect to winding-down the former redevelopment agency pursuant to a June 4, 2012 general services consulting agreement (Resolution No. 2012-95). At the time of the October 1, 2012 agreement, services with respect to the winding down of the Agency were given a cap of $75,000 for one year. However, the passage and subsequent requirements of AB 1484 has further complicated the wind-down process. Based on the scope and magnitude of the services requested of UFI by Successor Agency with respect to winding-down the former redevelopment agency, UFI will soon have utilized the $75,000-worth of financial resources allocated in the Agreement for that purpose. In addition and in order to expedite the wind-down process, UFI has hired two former RDA employees to assist with financial and real property matters of the Successor Agency. Given the vagaries associated with the types of assistance that Successor Agency continues to require from UFI to assist with the winding-down of the former redevelopment agency, the consulting services shall be provided on an as needed, on-call, time and materials basis. Compensation for said consulting services is increased from $75,000 by $100,000 for a total amount of$175,000 consistent with the professional services rates and expenses described on Attachment "A" to this First Amendment. "First Amendment to Agreement for Consulting Services(the "First Amended Agreement"), is attached as Exhibit"A" to the Resolution. To the extent that wind-down services are needed from UFI in the future beyond the currently recommended purchase order amount, such supplemental financial authorizations will be submitted to the Successor Agency for consideration. In addition, the current Agreement included only a general description of the types of services that UFI could provide with respect to winding-down the former redevelopment agency. For clarification purposes, the proposed First Amended Agreement includes a thorough description of the scope of services, as depicted on Exhibit "A" to the First Amended Agreement. In that regard, the following describes the types of services that UFI may provide the Successor Agency with respect to winding-down the former redevelopment agency, as staff may request: Su000rtine Documents: Resolution UFI 1 st Amendment to Agreement for Consulting Services 2-4-13 (DOC) First Amendment to Agreement for Consultanting Services v2-4-13 (3) (DOC) 10-17-2012 Resolution No. 2012-254 Urban Futures,Inc (PDF) Updated: 1/31/2013 by Teri Baker Packet Pg.411 •;may;,.. . My qF SAN BERNARDINO 13 FEB - I PM 3: 12 1 RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE 3 CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY AND SUCCESSOR ENTITY TO THE REDEVELOPMENT AGENCY OF 4 THE CITY OF SAN BERNARDINO APPROVING THE FIRST AMENDMENT TO AGREEMENT FOR CONSULTING SERVICES WITH 5 URBAN FUTURES,INC. 6 7 WHEREAS, the Redevelopment Agency of the City of San Bernardino was dissolved 8 February 1, 2012; and 9 WHEREAS, the City of San Bernardino acting as the Successor Agency to the 10 Redevelopment Agency of the City of San Bernardino ("Successor Agency") has been established pursuant to the California Health and Safety Code to wind-down the affairs of the 11 dissolved Redevelopment Agency; and 12 WHEREAS, Successor Agency and Urban Futures, Inc. (the "Consultant") previously 13 entered into an Agreement for Continuing Disclosure and Consulting Services dated October 1, 14 2012 (Agreement No. 2012-254)(the "Agreement"); and 15 WHEREAS, the Agreement's scope of services included: 16 1. Continuing disclosure services with respect to certain of Successor Agency's bond issues ($17,000 in Year 1 and $68,000 in Years 2 —5); and 17 2. Consulting services with respect to winding-down the former Redevelopment Agency 18 ($75,000 Year 1); and 19 WHEREAS, prior to October 1, 2012, Consultant provided services with respect to 20 winding-down the former Redevelopment Agency pursuant to a June 4, 2012 general services 21 consulting agreement (Agreement No. 2012-95). 22 WHEREAS, based on the scope and magnitude of the services requested of Consultant by Successor Agency with respect to winding-down the former Redevelopment Agency, 23 Consultant will soon have utilized the $75,000-worth of financial resources allocated in the 24 Agreement for that purpose; and 25 WHEREAS, given the vagaries associated with the types of assistance that Successor 26 Agency may require from Consultant to assist with the winding-down of the former 27 Redevelopment Agency, Consultant has requested that its Redevelopment Agency wind-down 28 e krP �^ 1 services be provided to Successor Agency on an as needed, on-call, time and materials basis with 2 the overall costs of such services being governed by the financial limits defined by the 3 Agreement and the First Amendment to Agreement for Continuing Disclosure and Consulting 4 Services (the "First Amendment'), attached hereto and incorporated herein as Exhibit"A'; and WHEREAS, the Agreement included only a general description of the types of services 5 that Consultant could provide with respect to winding-down the former Redevelopment Agency; 6 and 7 WHEREAS, for clarification purposes, the proposed First Amendment includes a 8 thorough description of the scope of services, as depicted on Attachment "A" to the First 9 Amendment; and 10 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 11 COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR 12 AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN 13 BERNARDINO AS FOLLOWS: (� 14 Section 1. The City Manager is hereby authorized and directed to execute the First �✓ 15 Amendment to Agreement for Continuing Disclosure and Consulting Services on behalf of the 16 Successor Agency. 17 Section 2. The Purchasing Manager is hereby authorized and directed to increase the existing Purchase Order to Urban Futures for consulting services with respect to winding down 18 the former Redevelopment Agency by $100,000 for a total amount of $175,000 for said 19 consulting services. 20 Section 3. This authorization granted hereunder shall expire and be void and of no 21 further effect if the First Amendment is not executed by both parties and returned to the Office of 22 the City Clerk within sixty(60) days following the effective date of this Resolution. 23 24 25 26 r- 27 28 2 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY 2 AND SUCCESSOR ENTITY TO THE REDEVELOPMENT AGENCY OF 3 THE CITY OF SAN BERNARDINO APPROVING THE FIRST AMENDMENT TO AGREEMENT FOR CONSULTING SERVICES WITH 4 URBAN FUTURES, INC. 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a meeting 7 thereof, held on the day of 2013, by the following vote,to wit: 8 Council Members: Ayes Nays Abstain Absent 9 MARQUEZ 10 JENKINS 11 VALDIVIA 12 SHORETT — 13 KELLEY 14 JOHNSON 15 MC CAMMACK 16 17 Georgeann Hanna, City Clerk 18 City of San Bernardino 19 The foregoing Resolution is hereby approved this 20 of 2013. 20 21 22 Patrick J. Moms, Mayor 23 Approved as to form: City of San Bernardino James F. Penman, 24 City At ey 25 By: +/ 26 C,' 27 28 3 Exhibit "A" FIRST AMENDMENT TO AGREEMENT FOR CONTINUING DISCLOSURE AND CONSULTING SERVICES THIS FIRST AMENDMENT TO AGREEMENT FOR CONTINUING DISCLOSURE AND CONSULTING SERVICES (the "First Amendment") is made as of the 4th day of February 2013, by and between the City of San Bernardino acting as the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the "Successor Agency"), and Urban Futures, Inc., a California corporation (the "Consultant"). Collectively, Successor Agency and Consultant are referred to herein as the "Parties". WITNESSETH THAT: WHEREAS, Successor Agency and Consultant previously entered into an Agreement for Continuing Disclosure and Consulting Services dated October 1, 2012 (the "Agreement"); and WHEREAS, the Agreement's scope of services included: 1. Continuing disclosure services with respect to certain of Successor Agency's bond issues ($17,000 in Year 1 and $68,000 in Years 2 — 5); and 2. Consulting services with respect to winding-down the former Redevelopment Agency ($75,000 Year 1); and WHEREAS, based on the scope and magnitude of the services requested of Consultant by Successor Agency with respect to winding-down the former Redevelopment Agency, Consultant will soon have utilized the $75,000-worth of financial resources allocated in the Agreement for that purpose; and WHEREAS, given the vagaries associated with the types of assistance that Successor Agency may require from Consultant to assist with the winding-down of the former Redevelopment Agency, Consultant has requested that its Redevelopment Agency wind-down services be provided to Successor Agency on an as needed, on- call, time and materials basis with the overall costs of such services being governed by the financial limits defined by the Agreement and this First Amendment; and WHEREAS, it now becomes necessary to amend said Agreement and the Parties are desirous of such amendment. NOW, THEREFORE, in consideration of the mutual undertakings herein, the Parties amend the Agreement as follows: 1. Section 1.1, General Scope Services, is amended to add supplemental text in the Scope of Work to further describe the consulting services -1- related to winding-down the former Redevelopment Agency, as described on Attachment "A" to this First Amendment, attached hereto and incorporated herein as Attachment "A". 2. Section 3.1, Compensation, is amended to add the following text at the end of Section 3.1: "With respect only to the consulting services related to winding-down the former Redevelopment Agency, such services shall be provided on an as needed, on-call, time and materials basis. Compensation for said consulting services is increased from $75,000 by $100,000 for a total amount of $175,000 consistent with the professional services rates and expenses described on Attachment "A" to this First Amendment." 3. All other terms and conditions of the Agreement shall remain the same and in effect. IN WITNESS WHEREOF, the Successor Agency and Consultant have approved this First Amendment effective the day and year first above written. SUCCESSOR AGENCY: CONSULTANT: City of San Bernardino acting Urban Futures, Inc., a California as the Successor Agency to the Corporation Redevelopment Agency of the City of San Bernardino By: By. Andrea Travis-Miller Michael P. Busch, President Acting City Manager ATTEST: By: Georgeann Hanna City Clerk APPROVED AS TO FORM: By: ) mes F. Penman ity Attorney -2- Attachment "A" Scope of Work for Consulting Services Related to Winding-Down the Former Redevelopment Agency The following scope of services includes, but is not limited to, the types of services that Consultant may provide Successor Agency with respect to winding-down the former redevelopment agency, as staff may request: 1. Assist and/or advise staff with respect to planning, strategies, fiscal feasibility, funding/financing strategies, and/or program and policy development with respect to winding-down the former redevelopment agency; 2. Participate in formal and informal planning, strategy and/or project management discussions, negotiations and presentations with staff, clients, community officials, local or state government agencies, and others, as requested, with respect to winding-down the former redevelopment agency; 3. Assist and/or advise staff with respect to preparing, reviewing evaluating and/or submission of reports, forms, spreadsheets and any other written documentation that may be required by the Successor Agency, its Oversight Board, the California Department of Finance, State Controller's Office, County Auditor-Controller or other entity with respect to winding-down the former redevelopment agency (subject matter examples include, but are not limited to, Recognized Obligation Payment Schedules, Asset Transfer Reviews, Housing Asset Transfer Reviews, Due Diligence Reviews (housing and non-housing), Long-Range Property Management Plans, Meet and Confer Request Forms, Finding of Completion, Final and Conclusive Enforceable Obligation Determination, Insufficient Funds Notification, real property disposition procedures, etc.); 4. Assist and/or advise staff with respect to oral presentations that may be required by the Successor Agency, its Oversight Board, the California Department of Finance, State Controller's Office, County Auditor-Controller or other entity with respect to winding-down the former redevelopment agency (subject matter examples include, but are not limited to, Recognized Obligation Payment Schedules, Asset Transfer Reviews, Housing Asset Transfer Reviews, Due Diligence Reviews (housing and non-housing), Long-Range Property Management Plans, Meet and Confer Request Forms, Finding of Completion, Final and Conclusive Enforceable Obligation Determination, Insufficient Funds Notification, real property disposition procedures, etc.); 5. Assist and advise staff with respect to any compliance and/or implementation related tasks and/or services that may be required by the Successor Agency, its Oversight Board, the California Department of Finance, State Controller's Office, -3- County Auditor-Controller or other entity with respect to winding-down the former redevelopment agency (subject matter examples include, but are not limited to, Recognized Obligation Payment Schedules, Asset Transfer Reviews, Housing Asset Transfer Reviews, Due Diligence Reviews (housing and non-housing), Long- Range Property Management Plans, Meet and Confer Request Forms, Finding of Completion, Final and Conclusive Enforceable Obligation Determination, Insufficient Funds Notification, real property disposition procedures, etc.); and/or 6. Provide any other related service that staff may request. Schedule of Performance Consultant will provide professional services to Successor Agency with respect to winding-down the former redevelopment agency on an on-call, as needed basis. As applicable to the subject matter, a schedule of performance may be developed with respect to certain work products and agreed to by the Parties in writing. Professional Services Rates Schedule Due to the vagaries associated with any "as needed and/or on call" services program, Consultant shall carry out the "Scope of Work" with respect to winding-down the former redevelopment agency on an actual time and materials basis with the overall costs of such services being governed by the financial limits defined within approved purchase orders utilizing the following professional service rate schedule: Professional Staff Hourly Rates CEO/President/Managing Principal $225.00 Senior Project Manager/Planner $ 120.00 Analyst/Manager $ 95.00 Associate Staff $ 75.00 Assistant Staff $ 65.00 Clerical $ 45.00 These rates will remain constant through December 31, 2013 and are subject to change thereafter. Notwithstanding the foregoing, in the event that Successor Agency requires specialized and/or supplemental expertise for which the professional title of Consultant's staff person(s) providing such services is not listed above, then Successor Agency and Consultant shall confirm the professional title and hourly rate for such specialized and/or supplemental person(s) in writing. Costs for telephone, e-mail and facsimile expenses, postage and incidental photocopying are included within the above noted Professional Service Rates Schedule. The Professional Service Rates Schedule does not include out-of-pocket expenses that may be incurred during the accomplishment of the Scope of Work. Out of pocket expenses include, but are not limited to, all other necessary materials, supplies, -4- services, printing, electronic data files, out of area travel, etc. All out-of-pocket expenses shall be charged on an actual cost basis, plus 10%. -5- se; I a 1 RESOLUTION NO. 2012-254 E N d 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE Z CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY u 3 to TO THE SAN BERNARDINO REDEVELOPMENT AGENCY 4 AUTHORIZING THE EXECUTION OF AN CONSULTANT SERVICES a AGREEMENT BETWEEN URBAN FUTURES INCORPORATED AND 5 THE CITY ACTING AS THE SUCCESSOR AGENCY TO THE SAN BERNARDINO REDEVELOPMENT AGENCY FOR CONSULTANT ° 6 SERVICES. r c W 7 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AN d $ COMMON COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS TH o tM 9 SUCCESSOR AGENCY TO THE SAN BERNARDINO REDEVELOPMENT AGENC E 10 v AS FOLLOWS: E It Q Y N 12 SECTION 1. The Acting City Manager of the Successor Agency to the San Bernardino a W to 13 Redevelopment Agency is hereby authorized and directed to execute on behalf of said tN.t 14 Successor Agency a Consulting Services Agreement between Urban Futures Incorporated (UFI) us N 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 C 17 fully as though set forth at length. LO 18 SECTION 2. The Purchasing Manager is hereby authorized to issue a Purchase Order to N N 19 Urban Futures Incorporated for consultant services for a total amount not to exceed$160,000. 'C" d 20 SECTION 3. The authorization granted hereunder shall expire and be void and of no a c 0 21 further effect if the agreement is not executed by both parties and returned to the Office of the 0 0 22 d City Clerk within sixty(60) days following the effective date of the Resolution. 23 N 24 25 c I m E L V C:1Documents and Settings\jgrider\Local � Q Settings\Temp\MinuteTraq\sanbemardinocityca @sanbernardinocityca.IQM2.com\WorkW ttachments\374 04470-7.4Z1. :c 2012-254 c M RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE 3 1 CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY y 2 TO THE SAN BERNARDINO REDEVELOPMENT AGENCY AUTHORIZING THE EXECUTION OF AN CONSULTANT SERVICES it 3 AGREEMENT BETWEEN URBAN FUTURES INCORPORATED AND THE CITY ACTING AS THE SUCCESSOR AGENCY TO THE SAN q BERNARDINO REDEVELOPMENT AGENCY FOR CONSULTANT SERVICES. 5 C U w 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor an c 7 Common Council of the City of San Bernardino at a Joint regular meeting thereof, helc E m 8 on the 5th day of n,rr,har 2012,by the following vote,to wit: Q Council Members: Ayes Nays 9 Abstain Absent MARQUEZ x E 10 c JENKINS x E 11 E VALDIVIA x a 12 SHORETT LL x 13 KELLEY _x N lq JOHNSON x c 15 MC CAMMACK x m — o 16 LL r a 17 Georgean anna,City Jerk D City of San Bernardino d is N 'Ci 19 The foregoing Resolution is hereby approved this ` day of_prrnhar ,2012. i°i 20 z 21 P trick .Moms, _ Ci an Bernardino 0 22 Approved as to Form: m tY 23 BY)ZI N N 2q James F. Penman,City Attorney 0 25 c 2 a E s v C:\Documents and Settingsljgrider\Local m Q Settings\Temp\MinuieTraq\sanbemard inocityca@ sanbemardinocityca.IQM2.com\WorkWttachments\3741.docx Packet Pg .mr s.c.� 2012-254 c a 0 AGREEMENT FOR CONTINUING 3 DISCLOSURE & CONSULTING SERVICES BETWEEN THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE SAN BERNARDINO REDEVELOPMENT AGENCY AND URBAN 2 co FUTURES, INC. IM 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 c°� San Bernardino Redevelopment Agency hereinafter referred to as "SUCCESSOR w AGENCY", and Urban Futures, Inc., an independent contractor, hereinafter referred to as "CONSULTANT". E d RECITALS rn a 0 WHEREAS, SUCCESSOR AGENCY requires on-going Continuing Disclosure Services (hereinafter referred to as "services"); and, E s WHEREAS, the CONSULTANT represents that it is qualified and experienced to " provide such services; and N NOW, THEREFORE, for and in consideration of the mutual promises, covenants a and conditions herein contained, SUCCESSOR AGENCY and CONSULTANT hereby agree as follows: N ARTICLE I SCOPE OF SERVICES: TERM 1.1 General Scope of Services. LL 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 N and responsibilities as set forth in the Scope of Work attached hereto as Exhibit"A", and N incorporated herein by this reference. N 0 1.2 Non-Exclusive Agreement Z a 0 CONSULTANT acknowledges that SUCCESSOR AGENCY may enter into 0 agreements similar to this Agreement with other consultants 1.3 Term. 0 N The initial term of this Agreement shall begin on October 1, 2012, and continue r 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 c d E r U R 1 a Packet Pg.423 9.C.c 2012-254 c 9 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. N d U ARTICLE II rn RESPONSIBILITIES OF CONSULTANT c 2.1 Control and Payment of Subordinates. c 0 U SUCCESSOR AGENCY retains CONSULTANT to provide services. Any staff o provided by CONSULTANT will not be considered employees of SUCCESSOR c AGENCY. CONSULTANT shall pay all wages, salaries, and other amounts due such E personnel in connection with their performance of services under this Agreement and as d required by law. CONSULTANT shall be responsible for all reports and obligations with a respect to such personnel, including, but not limited to social security taxes, income tax o withholding, unemployment insurance, and workers' compensation insurance. v 2.2 Conformance to Applicable Requirements. c 0 All services or work product provided by CONSULTANT shall be subject to the a approval of SUCCESSOR AGENCY. i 2.3 Standard of Care; Licenses. N N 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 ,L AGENCY that it has all licenses, permits, qualifications and approvals that are legally required to practice its profession and to provide the services hereunder. j CONSULTANT further represents and warrants that it shall keep in effect all such v licenses, permits, and other approvals during the term of this Agreement. N N 2.4 Proiect Representatives. 0 The SUCCESSOR AGENCY or its designee shall be the Project Representative C of SUCCESSOR AGENCY for purposes of this Agreement and may issue all consents, 2 approvals, directives and agreement on behalf of SUCCESSOR AGENCY, called for by —00 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 o at all times. CONSULTANT shall make best efforts to provide continuity of staff to N SUCCESSOR AGENCY each year which this agreement is in effect. SUCCESSOR n AGENCY retains the right to interview and approve CONSULTANT staff assigned to ° SUCCESSOR AGENCY prior to the start of work. d E s v R 2 Packet Pg. 424 9.C.c 2012-254 a 2.5 Accounting Records. 3 U U 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 c 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, v documents, proceedings, and activities related to this Agreement for a period of three w (3) years from the date of final payment (or completion of work) under this Agreement. d E ARTICLE III d COMPENSATION rn a 0 3.1 Compensation. " d 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 a 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 N SUCCESSOR AGENCY prior to CONSULTANT'S staff performing the Additional Work. c 3.2 Payment of Compensation. v CONSULTANT shall provide SUCCESSOR AGENCY an annual invoice that U- indicates the annual reports completed by bond issue by CONSULTANT, from the start m of each billing period, as appropriate, through the date of the statement. SUCCESSOR =0 AGENCY shall make any payment due within thirty (30) days after approval of the invoice by SUCCESSOR AGENCY. N N 3.3 Additional Work. N 6 At any time during the term of this Agreement, SUCCESSOR AGENCY may r 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 o 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 N AGENCY. It is specifically understood and agreed that oral requests and/or approvals N 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. d E L U 3 Packet Pg. 425 2012-254 c a r 3.4 Amendment of Scope of Work. 3 N d V 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 0 due, whether by way of compensation, restitution, quantum meruit, etc. for work done w without the appropriate SUCCESSOR AGENCY authorization. m E 3.5 Reimbursement for Expenses rn CONSULTANT shall not be reimbursed for any expenses unless prior written o authorization is obtained from SUCCESSOR AGENCY. m E v ARTICLE IV E INDEMNIFICATION AND INSURANCE a N 4.1 Insurance Requirements. LL �o CONSULTANT shall obtain, at its sole cost and expense and keep in force N throughout the term of the Agreement, the following insurance coverage: C 1. MINIMUM SCOPE INSURANCE: Coverage shall be at least as broad as: Z a. Commercial General Liability coverage (occurrence policy). LL b. Automobile Liability (any automobile). c. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. IT d. Errors and Omissions Liability Insurance appropriate to the r consultant's profession. Architects' and Engineers' N coverage shall be endorsed to include contractual liability N (if applicable). c Z 2. MINIMUM LIMITS OF INSURANCE: CONSULTANT shall maintain limits no less than: 0 Ol d a. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or o other form with a general aggregate limit shall apply separately to this N projectllocation or the general aggregate limit shall be twice the required o occurrence limit. c d E r v R 4 0 '9 ' Cc 2012-254 R b. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3 N d U C. Employer's Liability: $1,000,000 per accident for bodily injury or Z disease. rn e. Errors and Omissions Liability: $1,000,000 per occurrence. N C 4.2. Deductibles and Self-insured Retentions C U 0 O Any deductibles or self-insured retentions must be declared to and approved by SUCCESSOR AGENCY. At the option of SUCCESSOR AGENCY, either: d CONSULTANT'S insurer shall reduce or eliminate such deductibles or Self-insured v retentions with respect to SUCCESSOR AGENCY, its officers, elected and appointed 2 officials, employees, agents and volunteers; or CONSULTANT shall provide a financial c guarantee satisfactory to SUCCESSOR AGENCY guaranteeing payment of losses and related investigations, claims administration and defense expense. d E v 4.3 Other Insurance Provisions. d E The general liability and automobile liability policies are to contain, or be y endorsed to contain, the following provisions: LL to a. SUCCESSOR AGENCY, its officers, elected and appointed officials, N 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, 3 parts or equipment furnished in connections with such work or operations. U. Coverage shall not extend to any indemnity coverage for the active negligence of c the additional insured in any case where an agreement to indemnify the a additional insured would be invalid under Civil Code S 27882(b). General liability coverage can be provided in the form of an endorsement to CONSULTANT'S N insurance, or as a separate owner's policy. N 0 N b. For any claims related to this project, CONSULTANT'S insurance coverage c shall be primary insurance as respects to SUCCESSOR AGENCY, its officers, z officials, employees, agents and volunteers. Any insurance or self-insurance c maintained by SUCCESSOR AGENCY, its officers, officials, employees, agents or volunteers shall be excess to CONSULTANT'S insurance and shall not contribute with it. W N r c. Each insurance policy required by this clause shall be endorsed to state that N SUCCESSOR AGENCY shall receive no less than thirty (30) days prior written notice of cancellation of any policies of insurance required hereunder. v E r R 5 a Packet Pg.427'- 9.Gc 2012-254 4.4. Acceptability of Insurers .3 N Insurance is to be placed with insurers with current A.M. Best's rating of no less than B+. d v, 4.5. Verification of Coverage. 0 CONSULTANT shall furnish SUCCESSOR AGENCY with original certificates and amendatory endorsements effecting coverage required by SUCCESSOR c°� AGENCY. All certificates and endorsements are to be received and approved by o SUCCESSOR AGENCY before work commences. SUCCESSOR AGENCY reserves the right to require complete, certified copies of all required insurance policies, including E endorsements affecting the coverage required by these specifications at any time. d rn a 4.6. Subcontractors: o 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. £ a 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 N 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 v 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' LL 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. N SUCCESSOR AGENCY shall defend, indemnify, hold free and harmless CONSULTANT, its officers, officials, employees, agents and volunteers from and N against any and all damages to property or injuries to or death of any person or 6 persons, and shall defend, indemnify, save and hold harmless CONSULTANT, its officers, officials, employees, agents and volunteers from any and all claims, demands, a° suits, actions or proceedings of any kind or nature, including, but not by way of o 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 o performance of this Agreement, N 0 c m E s U R 6 a Packet Pg. 428 2012-254 C R a L 4.8 Additional Insurance. 3 N 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 y performance of this Agreement. c 3 ARTICLE V c TERMINATION L 5.1 Notice of Termination. d SUCCESSOR AGENCY may terminate the whole or an E y y part of this Agreement d at any time and without cause by giving sixty (60) days written notice to CONSULTANT a of such termination, and specifying the effective date thereof. CONSULTANT shall C 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 c sixty(60) days written notice. £ 5.2 Termination Without Cause. U. If SUCCESSOR AGENCY terminates this Agreement without cause, CONSULTANT shall be paid for services performed through the date of termination, N upon receipt of written documentation of said services by SUCCESSOR AGENCY. CONSULTANT shall be paid within sixty (60) days of SUCCESSOR AGENCY'S receipt 5 of CONSULTANT'S invoice. Such payment shall include a pro-rated amount of profit, if m applicable, but no amount shall be paid for anticipated profit on unperformed services. U. LL 5.2 Termination for Cause. a Should CONSULTANT default in the performance of any covenant, condition, or v agreement contained in this Agreement and the default is not cured within thirty (30) N 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 N equity, may terminate this Agreement. CONSULTANT shall be compensated for c services that have been completed and accepted by SUCCESSOR AGENCY. Z CONSULTANT shall be liable to SUCCESSOR AGENCY for any reasonable additional a costs incurred to correct or cure unsatisfactory work performed by CONSULTANT that, c at SUCCESSOR AGENCY'S discretion, must be revised, in part or in whole, to d complete the Project. N r O N n 0 c w E r v A 7 ¢ Packet Pg 429-_ 9.C.c 2012-254 c m a 5.4 Procurement of Similar Services. .3 a 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. m 5.5 Work Product. 3 N G Upon termination of this Agreement, SUCCESSOR AGENCY may require 0 CONSULTANT to provide all finished or unfinished documents, data, studies, drawings, o reports, etc., prepared by the CONSULTANT'S assigned staff in performance of this Agreement. E d ARTICLE VI rn GENERAL PROVISIONS a 0 6.1 Notices. E a All notices and written communications sent by one parry to the other shall be personally delivered or sent by registered or certified U.S. Mail postage prepaid, return a receipt requested to the following addresses indicated below: N LL IF TO SUCCESSOR AGENCY: Director of Finance o City of San Bernardino N 300 North D Street San Bernardino CA 92418 c N d TO CONSULTANT: Michael P. Busch, President Cc: Ed Monaco, Analyst Urban Futures, Inc. m 3111 N. Tustin Avenue, Suite 230 .2 Orange, CA 92865 v N The effective date of any notice or written communications sent by one party to N the other shall be the date received if by personal service, or 48 hours after deposit in N the U.S. Mail as reflected by the official U.S. postmark. o z c 6.2 Entire Agreement. 4 This Agreement contains the entire Agreement of the parties with respect to the N subject matter hereof, and supersedes all prior negotiations, understandings, or agreement whether verbal or written, concerning the same subject matter. This N Agreement may be modified in writing and must be signed by both parties. Cry n_ 0 c m E a U 16 8 a Packet Pg.430 2012-254 c A a 6.3 Successors and Assigns. z .3 N 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 it operation of law, to any other person or persons or business entity, without the other U) 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. ° 0 O w 6.4 Subcontracts. d CONSULTANT shall not subcontract any portion of the work required by this Agreement without prior written approval of SUCCESSOR AGENCY. All approved a subcontracts, W any, shall be accomplished by a written instrument. Such instrument O shall contain an expressed assumption by the subcontractor of all conditions and terms and covenants contained in this Agreement. E c 6.5 Equal Opportunity Employment. E CONSULTANT represents that it is an equal opportunity employer and shall not discriminate either directly or indirectly against an employee or applicant for U- employment with CONSULTANT on the basis of race, color, religion, national origin, ancestry, sexual preference, sex or age. CONSULTANT shall also take affirmative N 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. 5 M 6.6 Attorney's Fees. LL C In the event that litigation is brought by any party in connection with this a 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 a 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 N City Attorney and members of his office in enforcing this contract on behalf of the CITY z° shall be considered as "attorneys' fees"for the purposes of this Agreement. z 0 6.7 Governing Law. o N d This Agreement shall be governed by and construed under the laws of the State W of California without giving effect to that body of laws pertaining to conflict of laws. In b the event of any legal action to enforce or interpret this Agreement, the parties hereto N agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San Bernardino County, California. ° c d E v m 9 a Packet Pg.431 2012-254 c m s 6.8 Time of Essence. .3 N Time is of the essence for each and every provision of this Agreement. v d N 6.9 Right to Employ Other Consultants. c SUCCESSOR AGENCY reserves the right to employ other consultants in c connection with this Project. L) 0 w 6.10 Covenant Against Contingent Fees. d E 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 a solicit or secure this Agreement, and that he/she/it has not paid or agreed to pay any 0 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, c SUCCESSOR AGENCY shall have the right to annul this Agreement without liability or, E in its discretion to deduct from CONSULTANT'S compensation provided under this a Agreement, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. a 6.11 Conflict of Interest. N U CONSULTANT covenants that he/she/it presently has no interest and shall not s 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 LL having any such conflict of interest. a 6.12 Statement of Economic Interest. v N N If SUCCESSOR AGENCY determines CONSULTANT comes within the definition of CONSULTANT under the Political Reform Act (Government Code §87100 N et. seq.), CONSULTANT shall complete and file and shall require any other person 6 doing work under this Agreement, to complete and file a "Statement of Economic c Interest" with the City Clerk of the SUCCESSOR AGENCY disclosing CONSULTANT 2 and/or such other person's financial interests. c N d 6.13 No Waiver of Breach; Time. N r O 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 E v R 10 Packef" g;„43A 2012-254 c m or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. y v U 6.14 Third Party Beneficiaries. m c Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. 0 U 6.15 Taxes. o w CONSULTANT agrees to file tax returns and pay all applicable taxes on amounts e 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 a FICA taxes. CONSULTANT agrees to indemnify and hold SUCCESSOR AGENCY o harmless from any liability which it may incur to the United States or to the State of r California as a consequence of CONSULTANT'S failure to pay, when due, all such E taxes and obligations. c d 6.16 Compliance With Law. E a H CONSULTANT shall comply with applicable federal, state and local laws, rules LL and regulations affecting the CONSULTANT and his/her/its work hereunder. N N 6.17 Title to Documents. U c Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by CONSULTANT under the g Agreement shall be vested in CONSULTANT, none of which shall be used in any LL manner whatsoever, by any person, firm, corporation, or agency without the expressed c written consent of SUCCESSOR AGENCY. Basic survey notes and sketches, charts, n computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to SUCCESSOR AGENCY without restriction or limitations on N their use. CONSULTANT will retain copies of the above described information but c, agrees not to disclose or discuss any information gathered, discussed or generated in N any way through this Agreement without the written permission of SUCCESSOR c AGENCY during the term of this Agreement or until ninety (90) days after receipt of final z payment from SUCCESSOR AGENCY. c0 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. N r 0 c v E t v m 11 a P etPg�433., 9.C.c 2012-254 s 7 6.19 Headings. 3 N 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. cn m G 6.20 Counterparts. N This Agreement may be executed in one or more counterparts by the parties ci hereto. All counterparts shall be construed together and shall constitute one o w agreement. d 6.21 Corporate Authority. £ v d rn The persons executing this Agreement on behalf of the Parties hereto warrant o 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 E Agreement. E a N LL 111 O tD N N U C N v 7 3 LL G N i a v N N O N O Z C O .3 O N d N O N n 0 c E M U A 12 c Packet Pg. 434 c t 2012-254 c © m a r AGREEMENT FOR CONTINUING 3 DISCLOSURE & CONSULTING SERVICES BETWEEN THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE z 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. ° U O w Y Dated: 1 12012 CO "TANT E By. o C d E C d Dated 4 ^Z Z , 2012 CITY OF SAN BERNARDINO ACTING AS SUCCESS R AGENCY y LL � O By. N City Manager u c Approved as to Form: James F. Penman, City Attorney g 3 LL C By; a LO N N N r O N O Z c O .7 O N d fr N r O N r r O r R`L w F E i N E r ° A 13 Pacts®t Pg 435 9.C.c 2012-254 . c © m EXHIBIT "A" SCOPE OF WORK 3 N d U Urban Futures Incorporated (UFI) is a full-service consulting firm serving public agencies solely L in the State of California. Financial services of UFI are needed as a result of current economic d U) conditions, the delayed budget process, the delayed completion of the audit, implementation of m cn the new financial software solution, ASX1 26 wind-down of the RDA/EDA and property E assessment valuation determination. N c 0 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: E d v 1. Collect the necessary financial and statistical information necessary from SUCCESSOR rn AGENCY staff, auditors or any other source as required. a 2. Transmit the annual report for each bond transaction listed below to the Municipal o Securities Rulemaking Board's (MSRB) nationally recognized data repository known as EMMA, E a c d Contract dated October 1,2012 Year 1 Years 2 to 5 Total Q N Disclosure Services (see Exhibit A LL below for more detail) 17,000.00 68,000.00 85,000.00 N N ABX126 and AB1484 Analysis and Consulting 75,000.00 75,000.00 N v 7 92,000.00 68,000.00 160,000.00 u_ c m n v N N r O N O ! Z C O O ofN d N O N r` O r C E t U R 14 C Packet Pg. 436 2012-254 L a t 3 The CONSULTANT will provide services as described in this agreement for the following bond u transactions: Z d N SUCCESSOR AGENCY FOR THE FORMER CITY OF SAN BERNARDINO EDA/RDA C DISCLOSURE FLLS r LxHIBIT a � N COST AMOUNT C O BOND ISSUE YEAR 1 YEAR 2 YEAR 3 YEAR A YEAR 5 U O $27,590000 San Banen Joan Poway FnII.9 A4WdY C Tax AlAmtm Reindw Bands,Sena.1998A 1,500.00 1,500.00 1,500.00 1,500.00 1500.00 d E v SAW,," Son BemntnaJ POwaa Fmncn9 Adhody Q Subo W Tax AIWObnRebnd',geonda,Sens 19988 1,500.00 1,500.00 1,500.00 1500.00 1.500.00 O Y S$8A8, c San BemaNro Jdd Powers Tinncn9 AdhontY d Tax Ab bn Bands,Senea2002A L5DO.00 1,500.00 1,500.00 1,500.00 1,500.00 E C $50.930000 N Sen Seam M J9rn!Paver.Fmna✓q Adhorty Q 2002 Tax AI a bn RebrcBrg Bonds 1.500.00 1,500,00 1,500.00 1,500.00 1500.00 N 535,500,[00 - LL San Bemanlm dPowers Fmrx'n9AdhO y •• Tax At tbn Ravenna Rdandn98andr,Series 2WSA 15W.0D 1,500.00 1,500.00 L500.00 1,500.00 t0 N 521,105,000 .N.� San B n no.bi t P9was Fnancn9 Adh9 y U Tax Ad tm Revenue ROandn9 Balls Sm 20058 I,50C.D0 1,500.00 1,500.00 1.SOO.OD 1,500.00 C N 52805.000 d San BerMn1km W t Power FmmM Adhorty V Tex A#O Ibn 8a .r2O%Sd Aside) 7 Tuabbsenw2 1,500.00 1,500.00 1,500.00 1,SDD.OD LSOO.DD LL C R 55,220,000 .� San Be",finn.bNt Powers Finalrc.V Adhaty Tax Ibn Bonds Series 20106 tNwtMe#RStlavabpn,e,R P.gxe aroar 1,500.00 1,500.00 1,500.00 1,500.00 1500.00 N N $7,095,000 San BHMIIA'M.blrl Powers Fmerx'np Adhody G N Tex A6anlon Banda SSris20fOA 0°Slmd Cwrir7ar pnjdl 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 O Z C 13,500.W 13,500.00 13,500.00 13,50D.00 13500.00 O S Additional fees 3.500.00 3,500.00 3,500.00 3,500.00 3500.00 0 N l9tal 17,000.00 11,000.00 17,000.00 17,000.00 17,000.00 Grand total BS,OW.W G N n Services for future bond transactions may be added to this project with the mutual agreement of the SUCCESSOR AGENCY and the CONSULTANT. ° FF c a E E r v to 15 a Pacl`(et Pga 43tP 9.C.c 2012-254 r EXHIBIT "B" 3 COMPENSATION RATES AND CHARGES U One Time Set up Fee database set-up) .................................waived ( P)........................ m Dissemination of Reports......................................................Included in annual fee a N Online Publication of Reports............... ....................Included in annual fee Significant Event Notice Preparation.........................................Included in annual fee 0 c Preparation of Annual Disclosure Report as stated below(annual fee per issue to satisfy all E requirements): s 0 $27,590,000 San Bernardino Joint Powers Financing Authority m Tax Allocation Refunding Bonds, Series 1996A....................................................................$1,500(annual fee) E v c m $8,590,000 E San Bernardino Joint Powers Financing Authority ¢ Subordinated Tax Allocation Refunding Bonds, Series 19988..................................................$1,500(annual fee) w LL $3,635,000 San Bernardino Joint Powers Financing Authority Tax Allocation Bonds, Series 2002A.............................................::..,................................$1,500(annual fee) N N_ $30,330,000 San Bernardino Joint Powers Financing Authority o 2002 Tax Allocation Refunding Bonds.......................................................................... .....$1,500(annual fee) ui 0 $55,800,000 3 San Bernardino Joint Powers Financing Authority . LL Tax Allocation Revenue Refunding Bonds,Series 2005A.........:.............................................$1,500(annual fee) c m a $21,105,000 j San Bernardino Joint Powers Financing Authority Tax Allocation Revenue Refunding Bonds Series 2005B........................................................$1,500(annual fee) N N N $28,665,000 San Bernardino Joint Powers Financing Authority N Tax Allocation Bonds(20%Set Aside) o TaxableSeries 2006................................................................................_......................$1,500(annual fee) Z c $3,220,000 0 San Bernardino Joint Powers Financing Authority Tax Allocation Bonds Series 20108 0 Northwest Redevelopment Project Area)...........................................................................$1,500(annual fee) y $7,065,000 N San Bernardino Joint Powers Financing Authority N Tax Allocation Bonds Series 2010A r (4e"Street Corridor Project)..............................................................................................$1,500(annual fee) 0 c m E z U R 16 a PacketPg.438 2012-254 • c m a Additional Work L 3 Hourly Fee Structure for Additional Work: y v Principals: $225.00 Z Senior Staff., $160.00 m Associate Staff.- $125.00 c Assistant Level.- $75.00 N c O U O w C d a d O) Q O M C E C E Q L LL O O N N G C N d 7 w 7 LL C 10 a 7 a N N r O N O Z C O S O N d N O N r O r C W E L V A w 17 Packe �" 438 '' 9.C.c 2012-254 M AGREEMENT FOR CONTINUING 3 DISCLOSURE & CONSULTING SERVICES BETWEEN THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE z SAN BERNARDINO REDEVELOPMENT AGENCY AND URBAN FUTURES, INC. This Agreement is made and entered into this 1 day of October 2012, by and o between the City of San Bernardino, acting in its capacity as Successor Agency to the San Bernardino Redevelopment Agency hereinafter referred to as "SUCCESSOR w AGENCY", and Urban Futures, Inc., an independent contractor, hereinafter referred to as "CONSULTANT". d d RECITALS a 0 WHEREAS, SUCCESSOR AGENCY requires on-going Continuing Disclosure Services (hereinafter referred to as "services"), and, E a WHEREAS, the CONSULTANT represents that it is qualified and experienced to a provide such services; and NOW, THEREFORE, for and in consideration of the mutual promises, covenants LL and conditions herein contained, SUCCESSOR AGENCY and CONSULTANT hereby N agree as follows: N U ARTICLE I r SCOPE OF SERVICES: TERM 1.1 General Scope of Services U_ CONSULTANT shall provide services to SUCCESSOR AGENCY. Services shall 0 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 N and responsibilities as set forth in the Scope of Work attached hereto as Exhibit "A", and o incorporated herein by this reference. N 0 1.2 Non-Exclusive Agreement 0 CONSULTANT acknowledges that SUCCESSOR AGENCY may enter into 0 0 agreements similar to this Agreement with other consultants o: 1.3 Term. N 0 N The initial term of this Agreement shall begin on October 1, 2012, and continue o 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 r v 1 a Packet Pg.440 s.c.� 2012-254 c 9 periods until SUCCESSOR AGENCY determines that services are no longer necessary 3 and the contract is terminated pursuant to the provisions in Article V of this Agreement. U d ARTICLE II N RESPONSIBILITIES OF CONSULTANT 2.1 Control and Payment of Subordinates. 0 U SUCCESSOR AGENCY retains CONSULTANT to provide services. Any staff provided by CONSULTANT will not be considered employees of SUCCESSOR d AGENCY. CONSULTANT shall pay all wages, salaries, and other amounts due such E personnel in connection with their performance of services under this Agreement and as d required by law. CONSULTANT shall be responsible for all reports and obligations with a respect to such personnel, including, but not limited to social security taxes, income tax g withholding, unemployment insurance, and workers' compensation insurance. 0 E 2.2 Conformance to Applicable Requirements. d E All services or work product provided by CONSULTANT shall be subject to the Q approval of SUCCESSOR AGENCY. LL 2.3 Standard of Care Licenses. N N_ All professional services to be provided by CONSULTANT pursuant to this v 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 d by professional consultants in similar circumstances in accordance with sound professional practices. CONSULTANT represents and warrants to SUCCESSOR LL AGENCY that it has all licenses, permits, qualifications and approvals that are legally a 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. N N 2.4 Project Representatives.N 0 z The SUCCESSOR AGENCY or its designee shall be the Project Representative o 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 0 this Agreement except as otherwise expressly provided in this Agreement. The engagement partner assigned by CONSULTANT shall act as Project Representative for N CONSULTANT and shall provide management oversight of CONSULTANT employees o 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 o AGENCY retains the right to interview and approve CONSULTANT staff assigned to SUCCESSOR AGENCY prior to the start of work. c 0 E z U A 2 a Packet Pg. 441 2012-254 C a L 2.5 Accounting Records. N d U CONSULTANT shall maintain complete and accurate records with respect to d costs and expenses incurred in the performance of this Agreement. All such records n shall be clearly identifiable as being associated with this Agreement. CONSULTANT 5 shall allow an authorized representative of SUCCESSOR AGENCY, during normal N business hours, to examine, audit, and make transcripts of copies of such records. o CONSULTANT shall allow SUCCESSOR AGENCY to inspect all work, data, documents, proceedings, and activities related to this Agreement for a period of three 0 (3) years from the date of final payment (or completion of work) under this Agreement. E ARTICLE III d COMPENSATION 0 3.1 Compensation. d E Except as provided in this section, CONSULTANT shall receive compensation r- for all services rendered under this Agreement at the rates set forth in the schedule of E Compensation Rates and Charges attached hereto as Exhibit "B", and incorporated a herein by reference. Total compensation shall not exceed the $160,000.00 without written approval of the SUCCESSOR AGENCY. Assigned CONSULTANT staff shall U. not receive compensation for any services provided outside the Scope of Work unless o 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.v CONSULTANT shall provide SUCCESSOR AGENCY an annual invoice that LL indicates the annual reports completed by bond issue by CONSULTANT, from the start a 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 N invoice by SUCCESSOR AGENCY. N N r 3.3 Additional Work. N 6 Z At any time during the term of this Agreement, SUCCESSOR AGENCY may c request the CONSULTANT perform Additional Work. As used herein, "Additional Work" g means any work that is determined by SUCCESSOR AGENCY to be necessary for the 0 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 N perform Additional Work until receiving prior written authorization from SUCCESSOR o 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 o billed by CONSULTANT to SUCCESSOR AGENCY at rates consistent with the schedule for Additional Work included in Exhibit B. E L v m 3 a Packet Pg."2 9.C.c 2012-254 c s s 3.4 Amendment of Scope of Work.3 N d SUCCESSOR AGENCY shall have the right to amend the Scope of Work within d the Agreement by written notification to CONSULTANT. In such event, the `a 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 c 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. d 3.5 Reimbursement for Expenses E rn CONSULTANT shall not be reimbursed for any expenses unless prior written 0 authorization is obtained from SUCCESSOR AGENCY. E a c ARTICLE IV INDEMNIFICATION AND INSURANCE E N © 4.1 Insurance Requirements LL CONSULTANT shall obtain, at its sole cost and expense and keep in force N throughout the term of the Agreement, the following insurance coverage: U C 1. MINIMUM SCOPE INSURANCE: Coverage shall be at least as broad v as: a. Commercial General Liability coverage (occurrence policy). LL b. Automobile Liability (any automobile). c. Workers' Compensation insurance as required by the State of Q California and Employer's Liability Insurance. v d. Errors and Omissions Liability Insurance a ppropriate to the � N consultant's profession. Architects' and Engineers' coverage shall be endorsed to include contractual liability N (if applicable). d Z 2. MINIMUM LIMITS OF INSURANCE: CONSULTANT shall maintain limits no less than: 0 N d a. General Liability: $1,000,000 per occurrence for bodily injury,Y J ry, personal N injury and property damage. If Commercial General Liability Insurance or N other form with a general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required o occurrence limit. v E L V t0 4 a Packet Pg.443 9.C.c 2012-254 c R a 7 b. Automobile Liability: $1,000,000 per accident for bodily injury and 3 property damage. N d U c. Employer's Liability: $1,000,000 per accident for bodily injury or m disease. U) rn e. Errors and Omissions Liability: $1,000,000 per occurrence. N C 4.2. Deductibles and Self-insured Retentions v 0 Any deductibles or self-insured retentions must be declared to and approved by SUCCESSOR AGENCY. At the option of SUCCESSOR AGENCY, either: E CONSULTANT'S insurer shall reduce or eliminate such deductibles or self-insured d retentions with respect to SUCCESSOR AGENCY, its officers, elected and appointed a officials, employees, agents and volunteers; or CONSULTANT shall provide a financial o guarantee satisfactory to SUCCESSOR AGENCY guaranteeing payment of losses and related investigations, claims administration and defense expense. £ E c 4.3 Other Insurance Provisions. E a The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: LL a. SUCCESSOR AGENCY, its officers, elected and appointed officials, N 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 d operations performed by or on behalf of CONSULTANT including materials, 3 parts or equipment furnished in connections with such work or operations. Coverage shall not extend to any indemnity coverage for the active negligence of m the additional insured in any case where an agreement to indemnify the D additional insured would be invalid under Civil Code S 27882(b). General liability -1 coverage can be provided in the form of an endorsement to CONSULTANT'S N insurance, or as a separate owner's policy. N 0 N b. For any claims related to this project, CONSULTANT'S insurance coverage z° shall be primary insurance as respects to SUCCESSOR AGENCY, its officers, a officials, employees, agents and volunteers. Any insurance or self-insurance maintained by SUCCESSOR AGENCY, its officers, officials, employees, agents o or volunteers shall be excess to CONSULTANT'S insurance and shall not contribute with it. N c. Each insurance policy required by this clause shall be endorsed to state that N SUCCESSOR AGENCY shall receive no less than thirty (30) days prior written c notice of cancellation of any policies of insurance required hereunder. c d E t U 5 a PacketPg.444 2012-254 7 4.4. Acceptability of Insurers 3 N Insurance is to be placed with insurers with current A.M. Best's rating of no less `' than B+. d N 4.5. Verification of Coverage. CONSULTANT shall furnish SUCCESSOR AGENCY with original certificates o and amendatory endorsements effecting coverage required by SUCCESSOR AGENCY. All certificates and endorsements are to be received and approved by w SUCCESSOR AGENCY before work commences. SUCCESSOR AGENCY reserves the right to require complete, certified copies of all required insurance policies, including E endorsements affecting the coverage required by these specifications at any time. a 4.6. Subcontractors: c V c CONSULTANT shall include all subcontractors as insured under its policies or E shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. E a 4.7. Indemnification and Hold Harmless. U. CONSULTANT shall defend, indemnify, hold free and harmless SUCCESSOR N 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 d 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' LL compensation claims, and all other claims resulting from or arising out of the acts, errors M or omissions of CONSULTANT, its employees and/or authorized subcontractors, whether intentional or negligent, in the performance of this Agreement. N N SUCCESSOR AGENCY shall defend, indemnify, hold free and harmless c CONSULTANT, its officers, officials, employees, agents and volunteers from and N against any and all damages to property or injuries to or death of any person or Z persons, and shall defend, indemnify, save and hold harmless CONSULTANT, its `o 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 c 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 N employees and/or authorized subcontractors, whether intentional or negligent, in the N performance of this Agreement. r 0 c m i E t U A 6 a PackefPg.445 it 9-C-c 2012-254 om1 m n 4.8 Additional Insurance. 3 w 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 d of its officers', employees', or authorized subcontractors' own actions during the rn performance of this Agreement. c ARTICLE V "c TERMINATION v 0 5.1 Notice of Termination. d E 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 a of such termination, and specifying the effective date thereof. CONSULTANT shall o discontinue all services affected by such termination within thirty (30) days of receipt of m such notice, unless otherwise instructed by SUCCESSOR AGENCY in writing. E CONSULTANT may terminate this agreement by giving the SUCCESSOR AGENCY sixty (60) days written notice. E a 5.2 Termination Without Cause. LL 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. v 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. U. LL 5.2 Termination for Cause. a Should CONSULTANT default in the performance of any covenant, condition, or v agreement contained in this Agreement and the default is not cured within thirty (30) N days after written notice of the default is served on CONSULTANT by SUCCESSOR N AGENCY, then SUCCESSOR AGENCY, in addition to any other remedies at law or N equity, may terminate this Agreement. CONSULTANT shall be compensated for Z services that have been completed and accepted by SUCCESSOR AGENCY. C CONSULTANT shall be liable to SUCCESSOR AGENCY for any reasonable additional costs incurred to correct or cure unsatisfactory work performed by CONSULTANT that, o at SUCCESSOR AGENCY'S discretion, must be revised, in part or in whole, to complete the Project. N O N n 0 d E t m 7 a Packet Pg.446 9.C.c 2012-254 c s L 5.4 Procurement of Similar Services. s N In the event this Agreement is terminated as provided by this Article, with or v without cause, in whole or in part, SUCCESSOR AGENCY may procure, any and all services as may be necessary to complete the Project. rn m c 5.5 Work Product. N 0 Upon termination of this Agreement, SUCCESSOR AGENCY may require CONSULTANT to provide all finished or unfinished documents, data, studies, drawings, o reports, etc., prepared by the CONSULTANT'S assigned staff in performance of this Agreement. E d ARTICLE VI rn GENERAL PROVISIONS a 0 6.1 Notices. v E v 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 E , return E receipt requested to the following addresses indicated below: LL IF TO SUCCESSOR AGENCY: Director of Finance City of San Bernardino N 300 North D Street v San Bernardino CA 92418 5 a TO CONSULTANT: Michael P. Busch, President 3 Cc: Ed Monaco, Analyst LL Urban Futures, Inc. m 3111 N. Tustin Avenue, Suite 230 .2 Orange, CA 92865 N 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 N the U.S. Mail as reflected by the official U.S. postmark. o z 6.2 Entire Agreement. o 0 This Agreement contains the entire Agreement of the parties with respect to the "m subject matter hereof, and supersedes all prior negotiations, understandings, or agreement whether verbal or written, concerning the same subject matter. This b Agreement may be modified in writing and must be signed by both parties. N 0 d E s U 8 a Packet Pg. 447 9.C.c 2012-254 �1 c m L 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 m operation of law, to any other person or persons or business entity, without the other N 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. 0 L 0 6.4 Subcontracts. w C v E CONSULTANT shall not subcontract any portion of the work required by this v Agreement without prior written approval of SUCCESSOR AGENCY. All approved a subcontracts, if any, shall be accomplished by a written instrument. Such instrument o shall contain an expressed assumption by the subcontractor of all conditions and terms and covenants contained in this Agreement. E a 6.5 Equal Opportunity Employment a CONSULTANT represents that it is an equal opportunity employer and shall not discriminate either directly or indirectly against an employee or applicant for LL employment with CONSULTANT on the basis of race, color, religion, national origin, ancestry, sexual preference, sex or age. CONSULTANT shall also take affirmative N 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. d L 6.6 A_ ttorney's Fees. LL C 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 N 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 6 shall be considered as "attorneys' fees"for the purposes of this Agreement. C 0 6.7 Governing Law. 0 N 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 N agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San Bernardino County, California. ° C v E r U A 9 a Packet Pg. 448 9.C.c 2012-254 dr�*1 a 6.8 Time of Essence. .3 Time is of the essence for each and every provision of this Agreement. d N 6.9 Right to Employ Other Consultants.c SUCCESSOR AGENCY reserves the right to employ other consultants in connection with this Project. 6.10 Covenant Against Contingent Fees d CONSULTANT warrants that he/she/it has not employed or retained any d 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 a 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 E 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, E in its discretion to deduct from CONSULTANT'S compensation provided under this a Agreement, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. U- �o 6.11 Conflict of Interest N N CONSULTANT covenants that he/she/it presently has no interest and shall not c 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 LL having any such conflict of interest. n 6.12 Statement of Economic Interest v N If SUCCESSOR AGENCY determines CONSULTANT comes within the N definition of CONSULTANT under the Political Reform Act (Government Code §87100 N et. seq.), CONSULTANT shall complete and file and shall require any other person Z doing work under this Agreement, to complete and file a "Statement of Economic r Interest" with the City Clerk of the SUCCESSOR AGENCY disclosing CONSULTANT and/or such other person's financial interests. o N 6.13 No Waiver of Breach Time N 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 o 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 d E L U 10 a Packet Pg.449 9.C.c 2012-254 c w a or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. a N d U 6.14 Third Party Beneficiaries. u, m G Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties- 0 U 6.15 Taxes. o w 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 E taxes and other obligations, including, but not limited to, state and federal income and a) FICA taxes. CONSULTANT agrees to indemnify and hold SUCCESSOR AGENCY o harmless from any liability which it may incur to the United States or to the State of Z California as a consequence of CONSULTANT'S failure to pay, when due, all such E taxes and obligations. a d 6.16 Compliance With Law. E a N CONSULTANT shall comply with applicable federal, state and local laws, rules LL and regulations affecting the CONSULTANT and his/her/its work hereunder. N 6.17 Title to Documents. U C 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 U. 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 N 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 N any way through this Agreement without the written permission of SUCCESSOR 6 AGENCY during the term of this Agreement or until ninety (90) days after receipt of final c payment from SUCCESSOR AGENCY. g 6.18 Validity. N d The validity in whole or in part of any provision of this Agreement shall not void or N affect the validity of any other provisions of this Agreement. r 0 d E U A 11 a PacketPg.450 s.c.c 2012-254 c .Q 6.19 Headings, 3 N N 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. m c 620 Counterparts. N C 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. c d E 6.21 Corporate Authorit y. d m The persons executing this Agreement on behalf of the Parties hereto warrant o that they are duly authorized to execute this Agreement on behalf of said Parties and c that by doing so; the Parties hereto are formally bound to the provision of this E Agreement. d E a N © LL O O N U C N N L 7 LL C A N N N O N O Z C O .2 O N U N r O N r O © C N E L U A 12 a Packet Pg. 4 11 0 2012-254 c a s AGREEMENT FOR CONTINUING 3 DISCLOSURE & CONSULTING SERVICES BETWEEN THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE z SAN BERNARDINO REDEVELOPMENT AGENCY AND URBAN v, FUTURES. INC. On IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the date and year first above written. U 0 w Y C Dated: 2012 CONSULTANT £ E d o� By: o Michael Busch c m E V c m Dated 2012 CITY OF SAN BERNARDINO ACTING AS a SUCCESSOR AGENCY LL O NBy: N City Manager c Approved as to Form: James F.Penman, City Attorney 0 LL C By a Ln Ln N N r O N O Z C O _2 O Vi d K N r O N r O r EC d E L V 13 a 9.C.c 2012-254 w a EXHIBIT"A" SCOPE OF WORK 3 N d U Urban Futures Incorporated (UFI) is afull-service consulting firm serving public agencies solely � in the State of California. Financial services of UFI are needed as a result of current economic rn 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 w assessment valuation determination. 3 N C O Also, the CONSULTANT will be expected to provide full annual disclosure reporting for the L) SUCCESSOR AGENCY'S outstanding bond transactions as required by the Securities 0 Exchange Commission's Rule 15c2-12 and in accordance with the specific disclosure reporting c requirements detailed in each respective bond transcript. Specifically, CONSULTANT will: E v m 1. Collect the necessary financial and statistical information necessary from SUCCESSOR m AGENCY staff, auditors or any other source as required. a 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. E E c d Contract dated October 1,2012 Year 1 Years 2 to 5 E Total a N Disclosure Services (see Exhibit A ii below for more detail) 17,000.00 68,000.00 85,000.00 O m N N ABXi 26 and A61484 Analysis and Consulting 75,000.00 75,000.00 ui v 92,000.00 68,000.00 160,000.00 LL C t6 1? 7 a N N O N O 2 O O N d N O N r O r ® E d E U U t0 14 a Packet Pg.453 2012-254 /� C P a s 3 N The CONSULTANT will provide services as described in this agreement for the following bond transactions: Z d Fn SUCCESSOR AGENCY FOR THE FORMER CRY OF SAN BERNARDINO[DA/RDA C DISCLOSURE FEES EXHIBIT A 7 N C COSTAMOUNT O BONDISSUE YEAR YEAR 2 VEAR3 YEAR YEARS V O 527,590,600 w Ssn Bertxnbp,birt Pawem Fnsnary A�horty C Tax Aaocalrn Rdmnirp BarMS.Series 1998.0 N 1,SOO.DO 1,500.00 11500.00 11500.00 1,500.00 E N Sd S90,000 N San B--A11'la Aid Po ,Tina a rx'aq AJhonty Sutardlabd Tex A9ooatbn RelunWng Bonds.Serb"199M 1,500.OD 1,500.DD 1,500.00 1,500.00 1$00,00 r s5,sssaw C San BemeN—Wd Powers FN.JOW AUharty N TV AAxahcn emd;Senes ZOO2A 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 C 0) 590.J90,900 San9enardPn Jain POMWVFhennap E AUhodty E 2W2 tax Aaxafian Refurtlinp BONS 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 y A= OIL S 8%000 SW en Bemrtbc.b9f Powers Fnanevp Au'haty � Tex Atocdbn Rew RdurM'ng BO ,Eaves 2005.0 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 N $21,105,100 .N.. San Benwnbro Jolt Paeen FW,a gAuhody V C TarA4oatbn RSwrcn Rdund/p Bonds Senes2WSB 1,500.00 1,500.00 S,SOO.W 1,500.00 11501100 /� N lm.W-%LDB L BiRBBTaR1ala Jdl(Powers Fwxvp Auhwty 7 w Tax AFarattrnBmds(20%Sef Astlel 7 TsxsW Sedet 2006 LL 1,SOD.DD 1,500.00 1,500.00 1,500,00 1,50D.D0 C N $32m,o9B a San Bem m Powes Fharcdg Auhady Tax AfbadnnB 5Savers 2010B N (NOnhwsd ReeewbpmsM PioiastAnal 1,500.00 L500.00 1,500.00 1,500.00 1,500.00 N N 57.065,IX0 G SanBwnNYw Jain Powers Feunciq AuhoMy N Tu Aaowtnn Bores Series 201BA C (4 Wed CO Pat/ac) 11500.00 1,500.00 1,500,00 1 Z ,500.00 1,500.00 C 13,500.00 13,500.00 13,500.00 O . 5 . 0 _ AdSliunalfns 3,500.00 3,500.00 3,500.00 3,500,00 3,500,00 yOj d Total 17,000.00 17,000.00 17,000.OD 17,00000 57,000.00 � N r Grand total 85100000 G N n Services for future bond transactions may be added to this project with the mutual agreement of d the SUCCESSOR AGENCY and the CONSULTANT. { C E t V @ 15 a 9.C.c 2012-254 c m a t EXHIBIT "B" COMPENSATION RATES AND CHARGES v U One Time Set up Fee(database set-up).........................................................waived n m Dissemination of Reports......................................................Included in annual fee N Online Publication of Reports.................................................Included in annual fee 0 ........Included in annual fee w Significant Event Notice Preparation................................ .. c d Preparation of Annual Disclosure Report as stated below(annual fee per issue to satisfy all v requirements): Q 0 $27,590,000 San Bernardino Joint Powers Financing Authority E Tax Allocation Refunding Bonds, Series 1998A....................................................................$1,500(annual fee) c 0 $8,590,000 E San Bernardino Joint Powers Financing Authority Q Subordinated Tax Allocation Refunding Bonds, Series 1998B.................................................$1,500(annual fee) f ,000 San Bernardino m l`✓' Seaniino Joint Powers Financing Authority to Tax Allocatfon Bonds, Series 2002A..................... .............................$1,500(annual fee) $30,330,000 c San Bernardino Joint Powers Financing Authority 2002 Tax Allocation Refunding Bonds................................................................................$1,5Wannusltoo) $55,800,000 San Bernardino Joint Powers Financing Authority Li Tax Allocation Revenue Refunding Bonds,Series 20054............... ...............................$1,500(annual fee) c a $21,105,000 San Bernardino Joint Powers Financing Authority v Tax Allocation Revenue Refunding Bonds Series 20058.........................................................$1,500(annual fee) N N $28,665,000 San Bernardino Joint Powers Financing Authority N Tax Allocation Bonds(20%Set Aside) o Taxable Series 2006..................................................................................... ....$1,500(annual fee) 2 .............. c $3,220,000 0 San Bernardino Joint Powers Financing Authority Tax Allocation Bonds Series 20108 0 N Northwest Redevelopment Pipiect Area .................................$1,500(annual fee) $7,065,000 San Bernardino Joint Powers Financing Authority �°y Tax Allocation Bonds Series 2010A � (4e Street Corridor Project).................... .. ....... .................................................. ...........S1,500(annual fee) c c E t U R 16 a Packet Pg.455 9.C.c 2012-254 c R a L Additional Work .3 Hourly Fee Structure for Additional Work: N d U Principals: $225.00 v Senior Staff.' $160.00 w Associate Staff. $125.00 O1 Assistant Level: c $75.00 — N C O U O w C N E Cm d d L Q O C N E c N E Q N L_ LL N N N_ U C N d L 3 3 LL c t0 a N N O N O Z C O O N d tY N O N r O r © E N E L U O 17 a Packet Pg. 456