HomeMy WebLinkAbout08.A- City Manager RESOLUTION (ID #2378) DOC ID: 2378
CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION
Agreement/Contract Amendment
From: Allen Parker M/CC Meeting Date: 04/15/2013
Prepared by: Georgeann "Gigi" Hanna,
Dept: City Manager 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 Second Amendment to Agreement for Consulting Services with
Urban Futures, Inc. (#2378)
Current Business Registration Certificate: Yes
Financial Impact:
Motion: Adopt the Resolution.
Recommendation
It is recommended that 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 authorize a $150,000 supplemental purchase order for consulting services from
Urban Futures, Inc. with respect to winding down the former Redevelopment Agency.
Background
The Successor Agency to the Redevelopment Agency of the City of San Bernardino (the
"Successor Agency") and Urban Futures, Inc. ("UFI") entered into an original Agreement for
Continuing Disclosure and Consulting Services dated October 1, 2012 (the "Agreement");
The Agreement's scope of services included:
❑ Continuing disclosure services with respect to certain of Successor Agency's bond issues;
and
❑ Consulting services with respect to winding-down the former Redevelopment Agency.
The Agreement included an allocation of $75,000 for the purpose of providing wind-down
services related the former Redevelopment Agency.
Given the vagaries associated with the types of assistance that Successor Agency may require
from UFI to assist with the winding-down of the former Redevelopment Agency, during January
2013 UFI 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 within approved purchase orders.
Consistent with the foregoing, on February 4, 2013, the Successor Agency and UFI entered into
the First Amendment to Agreement for Consulting Services (the "First Amended Agreement").
Updated:4/11/2013 by Georgeann"Gigi"Hanna Packet Fq.577
8.A
2378
Pursuant to the First Amended Agreement, UFI's consulting services with respect to winding-
down the former Redevelopment Agency include the following:
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, 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.
In addition to the approving the First Amended Agreement, the Successor Agency also
Updated:4/11/2013 by Georgeann"Gigi"Hanna Packet Pg.`578
2378
authorized a purchase order for wind-down services in the amount of$100,000. Therefore, the
total funding allocated to UFI for wind-down services since October 1, 2012 has been $175,000.
However, as of March 31, 2013, UFI has not only utilized this full amount, it is negative in the
amount of $20,338. Therefore, it is necessary to authorize a supplemental purchase order
amount to ensure that UF1's services continue uninterrupted for the balance of the fiscal year.
Based on the current workload, it is estimated that an additional allocation of$150,000 will be
needed to complete the fiscal year. Therefore and consistent with the procedure described within
the First Amendment to Agreement, it is recommended that the Successor Agency authorized a
supplemental allocation of$150,000 to UFI's purchase order.
The agreement (Resolution 2012-254) and first amendment (Resolution 2013-032) are attached
for reference.
City Attorney Review:
Supporting Documents:
2013-032 (PDF)
2012-254 (PDF)
Packe
Updated:4/11/2013 by Georgeann"Gigi"Hanna d fig' s
I RESOLUTION NO.
20th-32
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 c
5 URBAN FUTURES,INC. a
6 0
N
7 WHEREAS, the Redevelopment Agency of the City of San Bernardino was dissolved
8 February 1, 2012; and s
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9 WHEREAS, the City of San Bernardino acting as the Successor Agency to the 3
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 U
it dissolved Redevelopment Agency; and
0
12 WHEREAS, Successor Agency and Urban Futures, Inc. (the "Consultant") previously i
c
13 entered into an Agreement for Continuing Disclosure and Consulting Services dated October 1,
14
2012 (Agreement No. 2012-254)(the"Agreement"); and M°0
15
WHEREAS, the Agreement's scope of services included:
1. Continuing disclosure services with respect to certain of Successor Agency's bond
16
issues ($17,000 in Year 1 and $68,000 in Years 2—5); and Q
17 2. Consulting services with respect to winding-down the former Redevelopment Agency o
18 ($75,000 Year 1); and Cn
19 WHEREAS, prior to October 1, 2012, Consultant provided services with respect to co
20 winding-down the former Redevelopment Agency pursuant to a June 4, 2012 general services N
21 consulting agreement(Agreement No. 2012-95).
WHEREAS, based on the scope and magnitude of the services requested of Consultant N
22
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 q
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
I Pack6t
2013-32
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
Services (the"First Amendment"), attached hereto and incorporated herein as Exhibit"A"; and
4
WHEREAS, the Agreement included only a general description of the types of services
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5 a)
Consultant could provide with respect to winding-down the former Redevelopment Agency; a
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6 and °n
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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 N
9 Amendment; and U
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10
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
IL N
COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR
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12 AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN LL
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13 BERNARDINO AS FOLLOWS:
14 Section 1. The City Manager is hereby authorized and directed to execute the First o
15 Amendment to Agreement for Continuing Disclosure and Consulting Services on behalf of the E
16 Successor Agency.
Section 2. The Purchasing Manager is hereby authorized and directed to increase the a
17
existing Purchase Order to Urban Futures for consulting services with respect to winding down 0
18 the former Redevelopment Agency by $100,000 for a total amount of $175,000 for said in
19 consulting services. M
N
20 Section 3. This authorization granted hereunder shall expire and be void and of no N
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21 further effect if the First Amendment is not executed by both parties and returned to the Office of M
22 the City Clerk within sixty(60)days following the effective date of this Resolution. N
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23 E
24
25
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2 Packet P :`;;81
2013-32 MIN
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
a
6 Common Council of the City of San Bernardino at a ininr rP„g„i ar meeting 00n
7 thereof, held on the 4th day of February , 2013, by the following vote, to wit:
8 Council Members: Ayes Nays Abstain Absent
9 MARQUEZ x
3
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10 JENKINS x
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11 VALDIVIA x
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12 SHORETT x
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13 KELLEY x
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14 JOHNSON _x o
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15 MC CAMMACK x E
16 E
17 GeorgeaA Hanna, C y Clerk c
18 City of San Bernardino U
19 Ti M
The foregoing Resolution is hereby approved this y day of 2013.
20 M
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21
aomsN22 Bernardino c
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23 Approved as to form: t
James F. Penman,
24 City Att/omey a
25 By: I l
26
27
28
3 Packet Pg.,582
w 2013-32
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 a
"Successor Agency"), and Urban Futures, Inc., a California corporation (the 0
"Consultant"). Collectively, Successor Agency and Consultant are referred to herein as
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the "Parties".
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WITNESSETH THAT:
U
WHEREAS, Successor Agency and Consultant previously entered into an 2
Agreement for Continuing Disclosure and Consulting Services dated October 1, 2012 0
(the "Agreement"); and N
L
WHEREAS, the Agreement's scope of services included:
1. Continuing disclosure services with respect to certain of Successor Agency's bond .2
issues ($17,000 in Year 1 and $68,000 in Years 2 — 5); and :3
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 a
Redevelopment Agency, Consultant will soon have utilized the $75,000-worth of =
financial resources allocated in the Agreement for that purpose; and
Cn
WHEREAS, given the vagaries associated with the types of assistance that ti
Successor Agency may require from Consultant to assist with the winding-down of the
former Redevelopment Agency, Consultant has requested that its Redevelopment N
Agency wind-down services be provided to Successor Agency on an as needed, on- o
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 E
Parties are desirous of such amendment.
NOW, THEREFORE, in consideration of the mutual undertakings herein, the a
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-
Packet Pg. 583
f 2013-32
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:
a
"With respect only to the consulting services related to winding-down the
former Redevelopment Agency, such services shall be provided on an as a
needed, on-call, time and materials basis. Compensation for said 0
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." Cn
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3. All other terms and conditions of the Agreement shall remain the same
and in effect.
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IN WITNESS WHEREOF, the Successor Agency and Consultant have approved N
this First Amendment effective the day and year first above written.
SUCCESSOR AGENCY: CONSULTANT:
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City of San Bernardino acting Urban Futures, Inc., a California o
as the Successor Agency to the Corporation
Redevelopment Agency of the
City of San Bernardino
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By: By: _
Andrea Travis-Miller Michael P. Busch, President
Acting City Manager U)
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ATTEST: N
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By. O
Georgeann Hanna N
City Clerk
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APPROVED AS TO FORM:
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By:
fitmy es F. Penman
Attorney
-2-
Packet Pg.584'
. 8.A.a
2013-32
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 a
redevelopment agency, as staff may request: N
U
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; 3
2. Participate in formal and informal planning, strategy and/or project management
discussions, negotiations and presentations with staff, clients, community officials, o
local or state government agencies, and others, as requested, with respect to
winding-down the former redevelopment agency;
LL
3. Assist and/or advise staff with respect to preparing, reviewing evaluating and/or
submission of reports, forms, spreadsheets and any other written documentation E
that may be required by the Successor Agency, its Oversight Board, the California o
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 a
Management Plans, Meet and Confer Request Forms, Finding of Completion, Final o
and Conclusive Enforceable Obligation Determination, Insufficient Funds
Notification, real property disposition procedures, etc.); `n
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 N
Cn
Finance, State Controller's Office, County Auditor-Controller or other entity with
respect to winding-down the former redevelopment agency (subject matter o
examples include, but are not limited to, Recognized Obligation Payment N
Schedules, Asset Transfer Reviews, Housing Asset Transfer Reviews, Due
Diligence Reviews (housing and non-housing), Long-Range Property Management E
Plans, Meet and Confer Request Forms, Finding of Completion, Final and
Conclusive Enforceable Obligation Determination, Insufficient Funds Notification, a
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-
Packet Pg. 585
B.A.a
2013-32
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. a
0
Schedule of Performance
Consultant will provide professional services to Successor Agency with respect to co
winding-down the former redevelopment agency on an on-call, as needed basis. As 3
applicable to the subject matter, a schedule of performance may be developed with U
respect to certain work products and agreed to by the Parties in writing.
0
Professional Services Rates Schedule
0
Due to the vagaries associated with any as needed and/or on call services program,
U.
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 .E
such services being governed by the financial limits defined within approved purchase o
orders utilizing the following professional service rate schedule:
Professional Staff Hourly Rates
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CEO/President/Managing Principal $225.00 a
Senior Project Manager/Planner $120.00 0
Analyst/Manager $ 95.00
Associate Staff $ 75.00 C"
Assistant Staff $ 65.00 00
Clerical $ 45.00
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These rates will remain constant through December 31, 2013 and are subject to change o
thereafter. Notwithstanding the foregoing, in the event that Successor Agency requires
specialized and/or supplemental expertise for which the professional title of Consultant's N
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 E
supplemental person(s) in writing.
Costs for telephone, e-mail and facsimile expenses, postage and incidental a
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-
Packet Pg. 586
2013-32
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%.
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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 a
"Successor Agency"), and Urban Futures, Inc., a California corporation (the L_
"Consultant"). Collectively, Successor Agency and Consultant are referred to herein as
the "Parties".
WITNESSETH THAT: 3
WHEREAS, Successor Agency and Consultant previously entered into an
Agreement for Continuing Disclosure and Consulting Services dated October 1, 2012 0
(the "Agreement"); and
N
i
WHEREAS, the Agreement's scope of services included:
LL
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
E
WHEREAS, based on the scope and magnitude of the services requested of
Consultant by Successor Agency with respect to winding-down the former E
Redevelopment Agency, Consultant will soon have utilized the $75,000-worth of a
financial resources allocated in the Agreement for that purpose; an d o
U
N
WHEREAS, given the vagaries associated with the types of assistance that
MSuccessor Agency may require from Consultant to assist with the winding-down of the
former Redevelopment Agency, Consultant has requested that its Redevelopment N
Agency wind-down services be provided to Successor Agency on an as needed, on-
co
call, time and materials basis with the overall costs of such services being governed by M
the financial limits defined by the Agreement and this First Amendment; and N
WHEREAS, it now becomes necessary to amend said Agreement and the
Parties are desirous of such amendment.
w
NOW, THEREFORE, in consideration of the mutual undertakings herein, the a
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-
Packet Pg. 588
2013-32
related to winding,doyen 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 a
needed, on-call, time and materials basis. Compensation for said o
consulting services is increased from $75,000 by $100,000 for a total N
amount of $175,000 consistent with the professional services rates and
expenses described on Attachment "A" to this First Amendment."
s
3. All other terms and conditions of the Agreement shall remain the same 3
and in effect. t0
IN WITNESS WHEREOF, the Successor Agency and Consultant have approved 0
this First Amendment effective the day and year first above written. L
SUCCESSOR AGENCY: CONSULTANT: _
City of San Bernardino acting Urban Futures, Inc., a California D
as the Successor Agency to the Corporation
Redevelopment Agency of the
City of San Bernardino Zlicael By: k4�A,�CWA 4 BAndrea Travis-Miller P. Busch, President 0
Acting City Manager in
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ATTEST: N
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By: ch
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Georgean anna °
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City Clerk
APPROVED AS TO FORM:
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By: a
fitmy es F. Penman
Attorney
-2-
Packet pg.589'
2013-32
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 Q
redevelopment agency, as staff may request: `o
N
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; r
3
2. Participate in formal and informal planning, strategy and/or project management L
discussions, negotiations and presentations with staff, clients, community officials, o
local or state government agencies, and others, as requested, with respect to U
winding-down the former redevelopment agency; L
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3. Assist and/or advise staff with respect to preparing, reviewing evaluating and/or LL
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 o
other entity with respect to winding-down the former redevelopment agency
(subject matter examples include, but are not limited to, Recognized Obligation E
Payment Schedules, Asset Transfer Reviews, Housing Asset Transfer Reviews,
Due Diligence Reviews (housing and non-housing), Long-Range Property Q
Management Plans, Meet and Confer Request Forms, Finding of Completion, Final <
and Conclusive Enforceable Obligation Determination, Insufficient Funds o
Notification, real property disposition procedures, etc.);
4. Assist and/or advise staff with respect to oral presentations that may be required M
by the Successor Agency, its Oversight Board, the California Department of
Finance, State Controller's Office, County Auditor-Controller or other entity with M
respect to winding-down the former redevelopment agency (subject matter M
examples include, but are not limited to, Recognized Obligation Payment o
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 E
Conclusive Enforceable Obligation Determination, Insufficient Funds Notification, o
r
real property disposition procedures, etc.); a
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-
Packet Pg. 590
2013-32
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
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6. Provide any other related service that staff may request. a
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Schedule of Performance d
Consultant will provide professional services to Successor Agency with respect to Cn
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 3
respect to certain work products and agreed to by the Parties in writing. L
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Professional Services Rates Schedule
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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 U_
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: 0
Professional Staff -Hourly Rates E
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CEO/President/Managing Principal $225.00 a
Senior Project Manager/Planner $120.00
Analyst/Manager $ 95.00 0
Associate Staff $ 75.00 rn
Assistant Staff $ 65.00
Clerical $ 45.00 co
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These rates will remain constant through December 31, 2013 and are subject to change M
thereafter. Notwithstanding the foregoing, in the event that Successor Agency requires M
specialized and/or supplemental expertise for which the professional title of Consultant's N
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.
0
r
Costs for telephone, e-mail and facsimile expenses, postage and incidental a
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-
Packet Pg. 591
2013-32
IL 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%.
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Packet Pg. 592
RESOLUTION NO. 2012-254
1
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
q AUTHORIZING THE EXECUTION OF AN CONSULTANT SERVICES
AGREEMENT BETWEEN URBAN FUTURES INCORPORATED AND a
5 THE CITY ACTING AS THE SUCCESSOR AGENCY TO THE SAN a
BERNARDINO REDEVELOPMENT AGENCY FOR CONSULTANT o
6 SERVICES.
7 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR ANE in
8 COMMON COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THI 3
9 SUCCESSOR AGENCY TO THE SAN BERNARDINO REDEVELOPMENT AGENCI o
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to AS FOLLOWS:
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12 SECTION 1. The Acting City Manager of the Successor Agency to the San Bernardino
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13 Redevelopment Agency is hereby authorized and directed to execute on behalf of said
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14 Successor Agency a Consulting Services Agreement between Urban Futures Incorporated(UFI) E
15 and the Successor Agency to the San Bernardino Redevelopment Agency for consultant services. E
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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. in
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18 SECTION 2. The Purchasing Manager is hereby authorized to issue a Purchase Order to N
19 Urban Futures Incorporated for consultant services for a total amount not to exceed$160,000. N
20 SECTION 3. The authorization granted hereunder shall expire and be void and of no N
21 further effect if the agreement is not executed by both parties and returned to the Office of the E
E
22 City Clerk within sixty(60) days following the effective date of the Resolution. a
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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. a
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6 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor ant N
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Common Council of the City of San Bernardino at a joint regular meeting thereof, helc
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8 on the 15 1 day of October ,2012, by the following vote,to wit: 3
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Council Members: Ayes Nays Abstain Absent L
9 =
MARQUEZ X U
10 U)
JENKINS X
11 �
VALDIVIA x_ U-
12
SHORETT
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13 0
KELLEY
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14 JOHNSON X E
15 MC CAMMACK X
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17 Georgean anna,City Clerk in
City of San Bernardino
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19 The foregoing Resolution is hereby approved this ( 1 day of October ,2012.
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21 P trick . Morris, M c
Ci an Bernardino E
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22 Approved as to Form:
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By:
24 James F. Penman,City Attorney
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FPacket Pg. 594
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 a
San Bernardino Redevelopment Agency hereinafter referred to as "SUCCESSOR 0
AGENCY", and Urban Futures, Inc., an independent contractor, hereinafter referred to
as "CONSULTANT".
RECITALS
3
WHEREAS, SUCCESSOR AGENCY requires on-going Continuing Disclosure L
Services (hereinafter referred to as "services"); and, _
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WHEREAS, the CONSULTANT represents that it is qualified and experienced to
provide such services; and
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NOW, THEREFORE, for and in consideration of the mutual promises, covenants
and conditions herein contained, SUCCESSOR AGENCY and CONSULTANT hereby D
agree as follows: °
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ARTICLE I E
SCOPE OF SERVICES; TERM
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1.1 General Scope of Services.
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CONSULTANT shall provide services to SUCCESSOR AGENCY. Services shall cn
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 M
and responsibilities as set forth in the Scope of Work attached hereto as Exhibit "A", and
incorporated herein by this reference. N
1.2 Non-Exclusive Agreement. N
CONSULTANT acknowledges that SUCCESSOR AGENCY may enter into
agreements similar to this Agreement with other consultants
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1.3 Term. Q
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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2012-254
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.
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SUCCESSOR AGENCY retains CONSULTANT to provide services. Any staff o
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 3
respect to such personnel, including, but not limited to social security taxes, income tax
withholding, unemployment insurance, and workers' compensation insurance. L
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2.2 Conformance to Applicable Requirements.
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All services or work product provided by CONSULTANT shall be subject to the
approval of SUCCESSOR AGENCY.
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2.3 Standard of Care; Licenses.
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All professional services to be provided by CONSULTANT pursuant to this
Agreement shall be provided by personnel experienced in their respective fields and in E
a manner consistent with the standards of care, diligence and skill ordinarily exercised
by professional consultants in similar circumstances in accordance with sound a
professional practices. CONSULTANT represents and warrants to SUCCESSOR
AGENCY that it has all licenses, permits, qualifications and approvals that are legally 0
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. M
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2.4 Project Representatives, LO
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The SUCCESSOR AGENCY or its designee shall be the Project Representative N
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 s
engagement partner assigned by CONSULTANT shall act as Project Representative for o
CONSULTANT and shall provide management oversight of CONSULTANT employees a
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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2012-254
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, 4
documents, proceedings, and activities related to this Agreement for a period of three o
(3) years from the date of final payment (or completion of work) under this Agreement.
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ARTICLE III
COMPENSATION r
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3.1 Compensation.
Except as provided in this section, CONSULTANT shall receive compensation 0
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 U-
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 o
SUCCESSOR AGENCY prior to CONSULTANT'S staff performing the Additional Work.
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3.2 Payment of Compensation.
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CONSULTANT shall provide SUCCESSOR AGENCY an annual invoice that
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indicates the annual reports completed by bond issue by CONSULTANT, from the start U
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
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invoice by SUCCESSOR AGENCY. M
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3.3 Additional Work.
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At any time during the term of this Agreement, SUCCESSOR AGENCY may o
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 E
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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2012-254
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 a
due, whether by way of compensation, restitution, quantum meruit, etc. for work done 0
without the appropriate SUCCESSOR AGENCY authorization.
3.5 Reimbursement for Expenses
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CONSULTANT shall not be reimbursed for any expenses unless prior written
authorization is obtained from SUCCESSOR AGENCY.
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ARTICLE IV
INDEMNIFICATION AND INSURANCE
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4.1 Insurance Requirements.
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CONSULTANT shall obtain, at its sole cost and expense and keep in force °
throughout the term of the Agreement, the following insurance coverage:
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1. MINIMUM SCOPE INSURANCE: Coverage shall be at least as broad
as: E
a. Commercial General Liability coverage (occurrence policy).
b. Automobile Liability (any automobile). 0
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 N
consultant's profession. Architects' and Engineers' -�
coverage shall be endorsed to include contractual liability N
(if applicable).
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2. MINIMUM LIMITS OF INSURANCE: CONSULTANT shall maintain limits
no less than:
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a. General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or a
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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2012-254
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.
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4.2. Deductibles and Self-insured Retentions a
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Any deductibles or self-insured retentions must be declared to and approved by N
SUCCESSOR AGENCY. At the option of SUCCESSOR AGENCY, either:
CONSULTANT'S insurer shall reduce or eliminate such deductibles or self-insured rn
retentions with respect to SUCCESSOR AGENCY, its officers, elected and appointed
officials, employees, agents and volunteers; or CONSULTANT shall provide a financial 3
guarantee satisfactory to SUCCESSOR AGENCY guaranteeing payment of losses and L
related investigations, claims administration and defense expense. o
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4.3 Other Insurance Provisions. i
The general liability and automobile liability policies are to contain, or be
endorsed to contain, the following provisions:
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a. SUCCESSOR AGENCY, its officers, elected and appointed officials, S
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 E
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, a
parts or equipment furnished in connections with such work or operations.
Coverage shall not extend to any indemnity coverage for the active negligence of o
the additional insured in any case where an agreement to indemnify the
additional insured would be invalid under Civil Code 6 27882(b). General liability
coverage can be provided in the form of an endorsement to CONSULTANT'S co
insurance, or as a separate owner's policy.
b. For any claims related to this project, CONSULTANT'S insurance coverage N
shall be primary insurance as respects to SUCCESSOR AGENCY, its officers, N
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 E
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contribute with it.
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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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2012-254
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.
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CONSULTANT shall furnish SUCCESSOR AGENCY with original certificates Q
and amendatory endorsements effecting coverage required by SUCCESSOR q
AGENCY. All certificates and endorsements are to be received and approved by 0
SUCCESSOR AGENCY before work commences. SUCCESSOR AGENCY reserves tn
the right to require complete, certified copies of all required insurance policies, including U
endorsements affecting the coverage required by these specifications at any time. in
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4.6. Subcontractors: Y
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CONSULTANT shall include all subcontractors as insured under its policies or o
shall furnish separate certificates and endorsements for each subcontractor. All U
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coverage for subcontractors shall be subject to all of the requirements stated herein.
4.7. Indemnification and Hold Harmless.
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CONSULTANT shall defend, indemnify, hold free and harmless SUCCESSOR
AGENCY, its officers, elected and appointed officials, employees, agents and o
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 E
SUCCESSOR AGENCY, its officers, elected and appointed officials, employees, agents
and volunteers from any and all claims, demands, suits, actions or proceedings of any Q
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 0
or omissions of CONSULTANT, its employees and/or authorized subcontractors, in
whether intentional or negligent, in the performance of this Agreement.
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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 N
persons, and shall defend, indemnify, save and hold harmless CONSULTANT, its N
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 a
performance of this Agreement.
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2012-254
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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.
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ARTICLE V
TERMINATION Q
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5.1 Notice of Termination.
SUCCESSOR AGENCY may terminate the whole or any part of this Agreement in
at any time and without cause by giving sixty (60) days written notice to CONSULTANT r
of such termination, and specifying the effective date thereof. CONSULTANT shall 3
discontinue all services affected by such termination within thirty (30) days of receipt of
such notice, unless otherwise instructed by SUCCESSOR AGENCY in writing. o
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, M
CONSULTANT shall be paid for services performed through the date of termination, o
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. a
5.2 Termination for Cause. 0
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) M
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
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equity, may terminate this Agreement. CONSULTANT shall be compensated for N
services that have been completed and accepted by SUCCESSOR AGENCY. N
CONSULTANT shall be liable to SUCCESSOR AGENCY for any reasonable additional 0:
costs incurred to correct or cure unsatisfactory work performed by CONSULTANT that, a
at SUCCESSOR AGENCY'S discretion, must be revised, in part or in whole, to E
complete the Project. w
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2012-254
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.
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Upon termination of this Agreement, SUCCESSOR AGENCY may require
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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 N
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Agreement. U
ARTICLE VI
GENERAL PROVISIONS 3
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6.1 Notices. o
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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 0
300 North D Street
San Bernardino CA 92418 E
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TO CONSULTANT: Michael P. Busch, President a
Cc: Ed Monaco, Analyst -�
Urban Futures, Inc. o
3111 N. Tustin Avenue, Suite 230
Orange, CA 92865
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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 `*
the U.S. Mail as reflected by the official U.S. postmark. N
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6.2 Entire Agreement. r
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This Agreement contains the entire Agreement of the parties with respect to the E
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreement whether verbal or written, concerning the same subject matter. This a
Agreement may be modified in writing and must be signed by both parties.
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2012-254
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
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be deemed terminated and void. a
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6.4 Subcontracts,
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CONSULTANT shall not subcontract any portion of the work required by this
Agreement without prior written approval of SUCCESSOR AGENCY. All approved Y
subcontracts, if any, shall be accomplished by a written instrument. Such instrument 3
shall contain an expressed assumption by the subcontractor of all conditions and terms U
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and covenants contained in this Agreement. o
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6.5 Equal Opportunity Employment. a
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CONSULTANT represents that it is an equal opportunity employer and shall not U-
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 0
steps to ensure that applicants are employed and employees are treated during =
employment without regard to race, color, religion, national origin, ancestry, sexual E
preference, sex, age, or other prohibited grounds.
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6.6 Attorney's Fees. a
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In the event that litigation is brought by any party in connection with this in
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 M
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
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City Attorney and members of his office in enforcing this contract on behalf of the CITY N
shall be considered as "attorneys' fees" for the purposes of this Agreement. o
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6.7 Governing Law.
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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 Q
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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2012-254
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. Q
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6.10 Covenant Against Contingent Fees.
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CONSULTANT warrants that he/she/it has not employed or retained any N
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 3
company or person, other than a bona fide employee, any fee, commission, percentage, L
brokerage fee, gift, or any other consideration, contingent upon or resulting from the o
award or making of this Agreement. For breach or violation of this warranty, L)
SUCCESSOR AGENCY shall have the right to annul this Agreement without liability or, L
in its discretion to deduct from CONSULTANT'S compensation provided under this 3
Agreement, or otherwise recover, the full amount of such fee, commission, percentage, u-
brokerage fee, gift, or contingent fee.
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6.11 Conflict of Interest. °
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CONSULTANT covenants that he/she/it presently has no interest and shall not E
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 a
in the performance of this Agreement, CONSULTANT shall not employ any person
having any such conflict of interest. 0
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6.12 Statement of Economic Interest.
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If SUCCESSOR AGENCY determines CONSULTANT comes within the N
definition of CONSULTANT under the Political Reform Act (Government Code §87100 �
et. seq.), CONSULTANT shall complete and file and shall require any other person N
doing work under this Agreement, to complete and file a "Statement of Economic N
Interest with the City Clerk of the SUCCESSOR AGENCY disclosing CONSULTANT
and/or such other person's financial interests. �
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6.13 No Waiver of Breach; Time. .2
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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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2012-254
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.
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6.15 Taxes. o
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CONSULTANT agrees to file tax returns and pay all applicable taxes on amounts U
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 3
harmless from any liability which it may incur to the United States or to the State of m
California as a consequence of CONSULTANT'S failure to pay, when due, all such
taxes and obligations. °
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6.16 Compliance With Law. °
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CONSULTANT shall comply with applicable federal, state and local laws, rules
and regulations affecting the CONSULTANT and his/her/its work hereunder.
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6.17 Title to Documents.
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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 a
manner whatsoever, by any person, firm, corporation, or agency without the expressed o
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 00
their use. CONSULTANT will retain copies of the above described information but Cq
agrees not to disclose or discuss any information gathered, discussed or generated in
any way through this Agreement without the written permission of SUCCESSOR N
AGENCY during the term of this Agreement or until ninety (90) days after receipt of final
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payment from SUCCESSOR AGENCY. C`!
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6.18 Validity. E
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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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2012-254
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. a
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This Agreement may be executed in one or more counterparts by the parties a
hereto. All counterparts shall be construed together and shall constitute one o
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agreement.
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6.21 Corporate Authority. cn
The persons executing this Agreement on behalf of the Parties hereto warrant 3
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
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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. a
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Dated: I/- t , 2012 CONS TANT
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By: l 3
ichael Busch
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Dated 0 l Z L , 2012 CITY OF SAN BERNARDINO ACTING AS
SUCCESS R AGENCY LL
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By: o
City Manager =
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Approved as to Form:
James F. Penman, City Attorney E
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By: N
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2012-254
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.
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Also, the CONSULTANT will be expected to provide full annual disclosure reporting for the a
SUCCESSOR AGENCY'S outstanding bond transactions as required by the Securities o
Exchange Commission's Rule 15c2-12 and in accordance with the specific disclosure reporting 0
requirements detailed in each respective bond transcript. Specifically, CONSULTANT will:
1. Collect the necessary financial and statistical information necessary from SUCCESSOR r
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. c0
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Contract dated October 1,2012 Year 1 Years 2 to=5 Total 3
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Disclosure Services (see Exhibit A
below for more detail) 17,000.00 68,000.00 85,000.00 M
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ABX126 and AB1484 Analysis and
Consulting 75,000.00 - 75,000.00 E
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92,000.00 68,000.00 160,000.00 Q
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2012-254
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 >+
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COST AMOUNT 41
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BOND ISSUE YEAR 1 YES AR22 YEAR 3 YEAR 4 YEAR A�55 a
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$27,590,000 N
San Bernardino Joint Powers Financing Authority d
Tax Allocation Refunding Bonds,Seres 1998A 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 V
3
$8,590,000
San Bernardino Joint Powers Financing Authority
Subordinated TaxAlfocation Refunding Bonds,Series 1998B 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 3
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$3,635,000 L
San Berrnardino Joint Powers Financing Atthorly C
Tax Allocation Bonds,Series 2002A 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 O
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530,330,000 y1
San Bernardino Joint Powers Financing Authority
1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
2002 Tax Allocation Refunding Bonds O
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555,800,000 M
San Bernardino Joint Powers Financing Authority 'O
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Tax Allocation Revenue Refunding Bonds,Series 2005A 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
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$21,105:000
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San Bernardino Joint Powers Financing Authority ry
Tax Allocation Revenue Refunding Bonds Series 2005B 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 E
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$2B.665,000
San Bernardino Joint Powers Financing Authority Q
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Tax Aoatiun Bands(20%Set Aside)
Taxable Series 2006 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 C
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53.220,000 d
San Berrordino Joint Powers Financing Authority Cl)
Tax Allocation Bonds Series 20108 00
(Norttnvest Redevelopment Project Area) 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 ti
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57,065,000
San Bernardino Joint Powers Financing ALthorly U'
Tax Allocation Bonds Series 2010A N
(4 Street Corridor Project) 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 N
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13,500.00 13,500.00 13,500.00 13,500.00 13,500.00 N
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Additional fees 3,500.00 3,500.00 3,500.00 3,500.00 3500.00 4)
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I otal 11,000.00 11,000.00 17,000.00 11,000.00 11,000.00 =
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Grand 1 otal 85730000
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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
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.Included in annual fee 4)
Online Publication of Reports............................................... d
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Significant Event Notice Preparation.........................................Included in annual fee o
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Preparation of Annual Disclosure Report as stated below(annual fee per issue to satisfy all
requirements): s
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$27,590,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Refunding Bonds, Series 1998A....................................................................$1,500(annual fee) V
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$8,590,000 3
San Bernardino Joint Powers Financing Authority r
Subordinated Tax Allocation Refunding Bonds, Series 19988.................................................$1,500(annual fee) LL
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$3,635,000
San Bernardino Joint Powers Financing Authority ...$1,500(annual fee) D
Tax Allocation Bonds, Series 2002A............................................................................... o
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$30,330,000
San Bernardino Joint Powers Financing Authority E
2002 Tax Allocation Refunding Bonds................................................................................$1,500(annual fee)
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$55,800,000 Q
San Bernardino Joint Powers Financing Authority ........$1,500(annual fee
Tax Allocation Revenue Refunding Bonds,Series 2005A............................................... ) o
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$21,105,000 Cn
San Bernardino Joint Powers Financing Authority
Tax Allocation Revenue Refunding Bonds Series 2005B........................................................$1,500(annual fee) r*-
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$28,665,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds(20%Set Aside) .........$1,500(annual fee) N
TaxableSeries 2006..............................................................................................
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$3,220,000
San Bernardino Joint Powers Financing Authority =
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Tax Allocation Bonds Series 20108 E
(Northwest Redevelopment Project Area)...........................................................................$1,500(annual fee) s
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$7,065,000 Q
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds Series 2010A .......... ......$1,500(annual fee)
(4th Street Corridor Project).............................................................................
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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
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2012-254
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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.
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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 a
San Bernardino Redevelopment Agency hereinafter referred to as "SUCCESSOR 0
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AGENCY", and Urban Futures, Inc., an independent contractor, hereinafter referred to 0)
as "CONSULTANT". 3
RECITALS
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WHEREAS, SUCCESSOR AGENCY requires on-going Continuing Disclosure
Services (hereinafter referred to as "services"); and, o
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WHEREAS, the CONSULTANT represents that it is qualified and experienced to
provide such services; and
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NOW, THEREFORE, for and in consideration of the mutual promises, covenants
and conditions herein contained, SUCCESSOR AGENCY and CONSULTANT hereby D
agree as follows: °
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ARTICLE I
SCOPE OF SERVICES; TERM
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1.1 General Scope of Services.
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CONSULTANT shall provide services to SUCCESSOR AGENCY. Services shall
be completed in accordance with the annual reporting requirements as outlined in the 00
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
incorporated herein by this reference. N
1.2 Non-Exclusive Agreement. N
CONSULTANT acknowledges that SUCCESSOR AGENCY may enter into E
agreements similar to this Agreement with other consultants
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1.3 Term. a
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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2012-254
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.
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SUCCESSOR AGENCY retains CONSULTANT to provide services. Any staff o
provided by CONSULTANT will not be considered employees of SUCCESSOR
AGENCY. CONSULTANT shall pay all wages, salaries, and other amounts due such 3
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.
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2.2 Conformance to Applicable Requirements.
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All services or work product provided by CONSULTANT shall be subject to the
approval of SUCCESSOR AGENCY. _
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2.3 Standard of Care; Licenses.
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All professional services to be provided by CONSULTANT pursuant to this
Agreement shall be provided by personnel experienced in their respective fields and in E
a manner consistent with the standards of care, diligence and skill ordinarily exercised
by professional consultants in similar circumstances in accordance with sound a
professional practices. CONSULTANT represents and warrants to SUCCESSOR
AGENCY that it has all licenses, permits, qualifications and approvals that are legally 0
required to practice its profession and to provide the services hereunder. in
CONSULTANT further represents and warrants that it shall keep in effect all such co
licenses, permits, and other approvals during the term of this Agreement. N
2.4 Project Representatives. N
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The SUCCESSOR AGENCY or its designee shall be the Project Representative N
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 .2
CONSULTANT and shall provide management oversight of CONSULTANT employees a
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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2012-254
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, a
I 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.
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ARTICLE III
COMPENSATION
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3.1 Compensation.
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Except as provided in this section, CONSULTANT shall receive compensation N
for all services rendered under this Agreement at the rates set forth in the schedule of ;v
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.
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3.2 Payment of Compensation.
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CONSULTANT shall provide SUCCESSOR AGENCY an annual invoice that
indicates the annual reports completed by bond issue by CONSULTANT, from the start 0
of each billing period, as appropriate, through the date of the statement. SUCCESSOR rn
AGENCY shall make any payment due within thirty (30) days after approval of the 00
invoice by SUCCESSOR AGENCY. N
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3.3 Additional Work. LO
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At any time during the term of this Agreement, SUCCESSOR AGENCY may N
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 a
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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2012-254
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 a
due, whether by way of compensation, restitution, quantum meruit, etc. for work done 0
without the appropriate SUCCESSOR AGENCY authorization.
3.5 Reimbursement for Expenses
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CONSULTANT shall not be reimbursed for any expenses unless prior written
authorization is obtained from SUCCESSOR AGENCY.
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ARTICLE IV
INDEMNIFICATION AND INSURANCE
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4.1 Insurance Requirements.
CONSULTANT shall obtain, at its sole cost and expense and keep in force °
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throughout the term of the Agreement, the following insurance coverage:
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1. MINIMUM SCOPE INSURANCE: Coverage shall be at least as broad
as: a
a. Commercial General Liability coverage (occurrence policy).
b. Automobile Liability (any automobile).
c. Workers' Compensation insurance as required by the State of n
California and Employer's Liability Insurance. �o
d. Errors and Omissions Liability Insurance appropriate to the N
consultant's profession. Architects' and Engineers'
coverage shall be endorsed to include contractual liability N
(if applicable).
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2. MINIMUM LIMITS OF INSURANCE: CONSULTANT shall maintain limits
no less than:
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a. General Liability: $1,000,000 per occurrence for bodily injury, personal a
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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2012-254
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.
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4.2. Deductibles and Self-insured Retentions a
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Any deductibles or self-insured retentions must be declared to and approved by
SUCCESSOR AGENCY. At the option of SUCCESSOR AGENCY, either: U
CONSULTANT'S insurer shall reduce or eliminate such deductibles or self-insured cn
retentions with respect to SUCCESSOR AGENCY, its officers, elected and appointed y
officials, employees, agents and volunteers; or CONSULTANT shall provide a financial
guarantee satisfactory to SUCCESSOR AGENCY guaranteeing payment of losses and M
related investigations, claims administration and defense expense. o
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4.3 Other Insurance Provisions.
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The general liability and automobile liability policies are to contain, or be _
endorsed to contain, the following provisions:
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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 E
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, a
parts or equipment furnished in connections with such work or operations.
Coverage shall not extend to any indemnity coverage for the active negligence of 0
the additional insured in any case where an agreement to indemnify the cn
additional insured would be invalid under Civil Code 6 27882(b). General liability co
coverage can be provided in the form of an endorsement to CONSULTANT'S N
insurance, or as a separate owner's policy.
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b. For any claims related to this project, CONSULTANT'S insurance coverage N
shall be primary insurance as respects to SUCCESSOR AGENCY, its officers, N
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.
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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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2012-254
k 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 aD
and amendatory endorsements effecting coverage required by SUCCESSOR a
AGENCY. All certificates and endorsements are to be received and approved by N
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. Cn
4.6. Subcontractors: 3
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CONSULTANT shall include all subcontractors as insured under its policies or o
shall furnish separate certificates and endorsements for each subcontractor. All N
coverage for subcontractors shall be subject to all of the requirements stated herein. ;v
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 E
SUCCESSOR AGENCY, its officers, elected and appointed officials, employees, agents
and volunteers from any and all claims, demands, suits, actions or proceedings of any a
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 0
or omissions of CONSULTANT, its employees and/or authorized subcontractors, ui
whether intentional or negligent, in the performance of this Agreement. 00
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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 N
persons, and shall defend, indemnify, save and hold harmless CONSULTANT, its N
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 r
employees and/or authorized subcontractors, whether intentional or negligent, in the a
performance of this Agreement.
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2012-254
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. _
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ARTICLE V CD
TERMINATION a
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5.1 Notice of Termination.
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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 3
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. o
CONSULTANT may terminate this agreement by giving the SUCCESSOR AGENCY N
sixty (60) days written notice. �'
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5.2 Termination Without Cause. _
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If SUCCESSOR AGENCY terminates this Agreement without cause,
CONSULTANT shall be paid for services performed through the date of termination, °
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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. a
5.2 Termination for Cause. v
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Should CONSULTANT default in the performance of any covenant, condition, or co
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
services that have been completed and accepted by SUCCESSOR AGENCY. N
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 U
complete the Project.
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2012-254
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.
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Upon termination of this Agreement, SUCCESSOR AGENCY may require a
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. 3
ARTICLE VI r
GENERAL PROVISIONS 3
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6.1 Notices.
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All notices and written communications sent by one party to the other shall be a
personally delivered or sent by registered or certified U.S. Mail postage prepaid, return
receipt requested to the following addresses indicated below: u-
IF TO SUCCESSOR AGENCY: Director of Finance
City of San Bernardino °
300 North D Street
San Bernardino CA 92418 E
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TO CONSULTANT: Michael P. Busch, President a
Cc: Ed Monaco, Analyst -0
Urban Futures, Inc. 0
3111 N. Tustin Avenue, Suite 230
Orange, CA 92865
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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. N
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6.2 Entire Agreement.
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This Agreement contains the entire Agreement of the parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or 2
agreement whether verbal or written, concerning the same subject matter. This a
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. a
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6.4 Subcontracts. N
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CONSULTANT shall not subcontract any portion of the work required by this �n
Agreement without prior written approval of SUCCESSOR AGENCY. All approved
subcontracts, if any, shall be accomplished by a written instrument. Such instrument 3
shall contain an expressed assumption by the subcontractor of all conditions and terms L
and covenants contained in this Agreement. _
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6.5 Equal Opportunity Employment. L
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 E
preference, sex, age, or other prohibited grounds.
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6.6 Attorney's Fees.
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In the event that litigation is brought by any party in connection with this in
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 M
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 N
shall be considered as "attorneys' fees" for the purposes of this Agreement. N
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 a
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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2012-254
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.
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SUCCESSOR AGENCY reserves the right to employ other consultants in
connection with this Project. a
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6.10 Covenant Against Contingent Fees.
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CONSULTANT warrants that he/she/it has not employed or retained any s
company or person, other than a bona fide employee working with CONSULTANT, to 3
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 o
award or making of this Agreement. For breach or violation of this warranty, 0
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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.
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6.11 Conflict of Interest. °
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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 a)
with the performance of its services hereunder. CONSULTANT further covenants that a
in the performance of this Agreement, CONSULTANT shall not employ any person
having any such conflict of interest. o
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6.12 Statement of Economic Interest.
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If SUCCESSOR AGENCY determines CONSULTANT comes within the N
definition of CONSULTANT under the Political Reform Act (Government Code §87100 1*Ln
et. seq.), CONSULTANT shall complete and file and shall require any other person
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doing work under this Agreement, to complete and file a "Statement of Economic N
Interest" with the City Clerk of the SUCCESSOR AGENCY disclosing CONSULTANT
and/or such other person's financial interests.
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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
10
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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.
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6.15 Taxes. 0
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 cn
taxes and other obligations, including, but not limited to, state and federal income and
FICA taxes. CONSULTANT agrees to indemnify and hold SUCCESSOR AGENCY 3
harmless from any liability which it may incur to the United States or to the State of L
California as a consequence of CONSULTANT'S failure to pay, when due, all such o
taxes and obligations.
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6.16 Compliance With Law. r
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CONSULTANT shall comply with applicable federal, state and local laws, rules
and regulations affecting the CONSULTANT and his/her/its work hereunder.
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6.17 Title to Documents.
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Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings,
descriptions and other final work products compiled by CONSULTANT under the E
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 0
written consent of SUCCESSOR AGENCY. Basic survey notes and sketches, charts, cn
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 't
any way through this Agreement without the written permission of SUCCESSOR N
AGENCY during the term of this Agreement or until ninety (90) days after receipt of final o
payment from SUCCESSOR AGENCY. r
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6.18 Validit . E
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The validity in whole or in part of any provision of this Agreement shall not void or a
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.
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This Agreement may be executed in one or more counterparts by the parties a
hereto. All counterparts shall be construed together and shall constitute one o
agreement.
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6.21 Corporate Authority. CO
The persons executing this Agreement on behalf of the Parties hereto warrant 3
that they are duly authorized to execute this Agreement on behalf of said Parties and L
that by doing so; the Parties hereto are formally bound to the provision of this C
Agreement.
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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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be r-
executed the date and year first above written. a
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Dated: , 2012 CONSULTANT
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By: 3
Michael Busch
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Dated , 2012 CITY OF SAN BERNARDINO ACTING AS
SUCCESSOR AGENCY U-
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By: o
City Manager
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Approved as to Form:
James F. Penman, City Attorney Q
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By: y
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2012-254
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.
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Also, the CONSULTANT will be expected to provide full annual disclosure reporting for the Q
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
requirements detailed in each respective bond transcript. Specifically, CONSULTANT will:
1. Collect the necessary financial and statistical information necessary from SUCCESSOR r
AGENCY staff, auditors or any other source as required. 3
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.
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Contract dated October 1,2012 Year 1 Years 2 to 5 Total
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Disclosure Services (see Exhibit A
below for more detail) 17,000.00 68,000.00 85,000.00 :3
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ABX1 26 and AB1484 Analysis and
Consulting 75,000.00 - 75,000.00 E
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92,000.00 68,000.00 160,000.00
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2012-254
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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 BERNARDI NO EDA/RDA
DISCLOSURE FEES
EXHIBII A
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COST AMOUNT Q
BOND ISSUE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 L
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$27,590,000 to
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San Bernardino Joint Powers Financing Authority (D
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Tax Alocation Refunding Bonds,Series 1998A 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 0
3
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S8,590,000
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San Bernardino Joint Powers Financing Authority •3
Subordinated Tax Allocation Refunding Bonds,Series 19988 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 •�,,
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53,635,000 L-
San Bemardic,Joint Powers Financing Authority
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Tax Allocation Bonds,Series 2002A 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 f,
to
$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
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555,800,000
San Bernardino Joirit 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 O
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$21,105,000 *'
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San Bernardino Joint Powers Financing Authority 0)
Tax Avocation Revenue Refunding Bonds Series 20058 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 E
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528,665,000 E
San Berardino Joint Powers Financing Authority Q
Tax A#ocatbn Bands(20%Set Aside) -a
Taxable Series 2006 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00
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S3,220000 d1
San Bernardino Joint Powers Financing Authority ..
Tax Allocation Bonds Series 2010B 00
(Northwest Redevebpment Project Areal 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 M
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57,065,000
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San Bernardino Joint Powers Financing Authority N
Tax Allocation Bounds Series 2010A N r
(4" Street Corridor Project) 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 V-
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13,500.00 13,500.00 13,500.00 13,500.00 13,500.00
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Additional fees 3,500.00 3,500.00 3,500.00 3,500.00 3,500.00 E
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Total 17,000.00 17,000.00 17,000.00 1/,000.00 17,000.00 fUC
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Grand Total r 85,000,00 Q
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
as
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Significant Event Notice Preparation.........................................Included in annual fee N
Preparation of Annual Disclosure Report as stated below(annual fee per issue to satisfy all
requirements):
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$27,590,000
San Bernardino Joint Powers Financing Authority o
Tax Allocation Refunding Bonds, Series 1998A....................................................................$1,500(annual fee) U
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$8,590,000
San Bernardino Joint Powers Financing Authority
Subordinated Tax Allocation Refunding Bonds, Series 1998B.................................................$1,500(annual fee) ti
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$3,635,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds, Series 2002A..................................................................................$1,500(annual fee) 0
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$30,330,000
San Bernardino Joint Powers Financing Authority
2002 Tax Allocation Refunding Bonds................................................................................$1,500(annual fee) =
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$55,800,000 Q
San Bernardino Joint Powers Financing Authority
Tax Allocation Revenue Refunding Bonds,Series 2005A.......................................................$1,500(annual fee) o
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$21,105,000
San Bernardino Joint Powers Financing Authority w
Tax Allocation Revenue Refunding Bonds Series 2005B........................................................$1,500(annual fee) M
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$28,665,000
San Bernardino Joint Powers Financing Authority Ln
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Tax Allocation Bonds(20%Set Aside) '
TaxableSeries 2006.......................................................................................................$1,500(annual fee) o
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$3,220,000
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds Series 20108
(Northwest Redevelopment Project Area ....................................................$1,500(annual fee)
P 1 )....................... m
$7,065,000 Q
San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds Series 2010A
4t"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 >,
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