HomeMy WebLinkAbout06.A- City Manager RESOLUTION (ID#2614) DOC ID: 2614
CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION
Agreement/Contract Amendment
From: Allen Parker M/CC Meeting Date: 08/05/2013
Prepared by: Veronica Martinez, (909) 384-
5242
Dept: City Manager Ward(s): All
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing the
Execution of a Fourth Amendment to the Consultant Services Agreement Between Urban
Futures Inc. and the City of San Bernardino. (#2614)
Current Business Registration Certificate: Yes
Financial Impact:
Account Numbers: Professional and Contract Services - Budgeted funds available in the 2013-14
adopted budget.
Please note this balance does not indicate available funding. It does not include non-encumbered
reoccurring expenses or expenses incurred, but not yet processed.
Motion: Adopt the Resolution.
Synopsis of Previous Council Action:
June 4, 2012 - Resolution 2012-95 was approved authorizing an agreement for$150,000.00
with Urban Futures LLC and the City of San Bernardino for Finance Restructuring and Fiscal
Services Analysis Services.
October 1, 2012 - Resolution 2012-241 was approved authorizing execution of an amendment
#1 for$115,200.00 with Urban Futures LLC and the City of San Bernardino for an interim
Public Works Director.
October 1, 2012 - Resolution 2012-242 was approved authorizing execution of an amendment
#2 for$214,000.00 with Urban Futures LLC and the City of San Bernardino for Finance
Restructuring and Fiscal Services Analysis Services.
April 1, 2013 - Resolution 2013- 62 was approved authorizing execution of an amendment#3
for$100,000.00 with Urban Futures LLC and the City of San Bernardino for Finance
Restructuring and Fiscal Services Analysis Services.
Background:
Activities related to the bankruptcy and demands placed on the City by various creditors
continues to keep both City staff and UFI expert witnesses busy, working directly with CalPERS
and bond insurers, discussions with creditors and the City's bankruptcy counsel and the City
Manager. The number and time required for court appearances and creditors meetings, and
Updated: 7/31/2013 by Jolena E.Grider Padlutft.4M
2614
demand for documents (24/7) cannot be predicted. There are many challenges to moving
forward without additional resources.
Moving forward, it is anticipated the need to continue to work closely with the City Manager's
office and legal counsel. Urban Future's work plan includes the preparation of various financial
models and service delivery analysis leading to the development of the Plan of Adjustment, a
comprehensive review of the City's unfunded obligations for internal service funds, capital
maintenance and vehicle /equipment replacement. To satisfy the additional bankruptcy demand
the services of an experienced CPA with audit, cost allocation and financial modeling
experience. Attached is a detailed Financial Advisory Services: Scope of Work.
City Attorney Review:
Supporting Documents:
Fourth Amendment UFI Resolution (DOCX)
Fourth Amendment to Consultant Services Agreement with Urban Futures for Financial
Restructuring Services 7-31-13 (DOCX)
Financial Advisory Services: Scope of Work(DOCX)
Updated:7/31/2013 by Jolena E.Grider uPacket Pg�434
RECENEQ-CITY CI_OV
RESOLUTION NO. 15 50
1
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF A FOURTH
3 AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT BETWEEN
URBAN FUTURES INC AND THE CITY OF SAN BERNARDINO.
4
5 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
6 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
7 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized and
8 directed to execute on behalf of said City a Fourth Amendment to Consultant Services
9 Agreement between Urban Futures Incorporated (UFI) and the City of San Bernardino
10
11 regarding Restructuring and Fiscal Analysis Services, a copy of which is attached hereto
12 marked Exhibit "A" and incorporated herein by reference as fully as though set forth at
13 length.
14 SECTION 2. The Finance Department is hereby authorized to issue an amended
15 purchase Order to Urban Futures Incorporated for consultant services for a total amount not to
� 16
exceed $600,000.00.
17
18 SECTION 3. The authorization granted hereunder shall expire and be void and of no
19 further effect if the Agreement is not executed by both parties and returned to the Office of the
20 City Clerk within sixty(60) days following the effective date of this Resolution.
21
22
23
24
25
26
27
2s
S�4em Cod
I
I
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A FOURTH
AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT BETWEEN
3 URBAN FUTURES INC AND THE CITY OF SAN BERNARDINO.
4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
5 and Common Council of the City of San Bernardino at a meeting
6 thereof, held on the day of , 2013, by the following vote,to wit:
7
8 Council Members: AYES NAYS ABSTAIN ABSENT
9 MARQUEZ
10 JENKINS
11 VALDIVIA
12
SHORETT
13
14 KELLEY
15 JOHNSON
16 MCCAMMACK
17
18
Georgeann Hanna, City Clerk
19
20 The foregoing Resolution is hereby approved this day of ,2013.
21
22
Patrick J. Morris, Mayor
23 City of San Bernardino
24
Approved as to form:
25 JAMES F. PENMAN,
26 City Att rney
27 By: � t
28
r
C ✓
RECEIVED--CITY CLEO
2113 AUG-5 AM 8.5®
I
1 FOURTH AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN
2 THE CITY OF SAN BERNARDINO AND URBAN FUTURES, INC. REGARDING
3 RESTRUCTURING AND FISCAL ANALYSIS SERVICES
4
5 THIS FOURTH AMENDMENT is made and entered into as of August 5, 2013 by and
6 between the CITY OF SAN BERNARDINO, a charter city ("CITY") and URBAN FUTURES,
7 INC. ("CONSULTANT") as to restructuring and fiscal analysis services only. In consideration
8 of the mutual covenants and conditions set forth herein,the parties agree as follows:
9 1. This Amendment is made with respect to the following facts and purposes:
10 a. On June 4, 2012 CITY and CONSULTANT entered into a certain agreement
11 entitled "CONSULTANT SERVICES AGREEMENT" in the amount of
12 $150,000 for consultant services, $86,000 of said$150,000 was specifically for
13 restructuring and fiscal analysis services and $64,000 of said $150,000 was
14 specifically for Interim Public Works Director services.
15 b. On October 1, 2012 the CITY and CONSULTANT entered into the First
16 Amendment to Consultant Services Agreement Regarding Interim Public
17 Works Director Services which increased the amount for those services only by
18 $115,200.
19 c. On October 1, 2012 the CITY and CONSULTANT entered into the Second
20 Amendment to Consultant Services Agreement Regarding Restructuring and
21 Fiscal Analysis Services which increased the amount for those services only by
22 $214,000.
23
d. On April 1,2013 the City and Consultant entered into the Third Amendment to
24
Consultant Services Agreement Regarding Restructuring and Fiscal Analysis
25
26 Services which increased the amount for these services by $100,000.00.
27
28 —� + ' +
01 113
I e. The parties now desire to increase the payment for restructuring and fiscal
2 analysis services in the amount of$600,000 and amend the Agreement as set
3 forth in this Amendment.
4 2. Section 2. Compensation of the Agreement is hereby amended to read as follows:
5 City hereby agrees to pay Consultant a sum not to exceed a total of$600,000 (Six
6 Hundred Thousand Dollars and no cents) for restructuring and fiscal analysis
7 services for Fiscal Year 2013/14, through June 30, 2014. City shall pay
8 Consultant for services rendered pursuant to this Agreement at the time and in the
9 manner set forth herein. Any terms in Exhibit A other than the payment rates and
10 schedule of payment are null and void. The Fourth Amendment amount shall not
11 exceed $600,000.00 for additional consulting services regarding restructuring and
12 fiscal analysis services.
13
14 3. Except for the changes specifically set forth herein, all other terms and conditions of
15 the Agreement shall remain in full force and effect.
16
17
18
19 ///
20
`1
21
22 ///
23 ///
24 ///
25 ///
26 ///
27 a
1 28
I FOURTH AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN
2 THE CITY OF SAN BERNARDINO AND URBAN FUTURES, INC. REGARDING
3 RESTRUCTURING AND FISCAL ANALYSIS SERVICES
4
5 IN WITNESS THEREOF, the parties hereto have caused this Amendment to be executed
6 by and through their respective authorized officers, as of the date first above written.
7
8 CITY OF SAN BERNARDINO, CONSULTANT
A Municipal Corporation
9
10 Allen Parker, City Manager Michael Busch, President
11
12 APPROVED AS TO FORM:
13
14 �' �
J es F. Penman, City Attorney
15 /
16
17
18
19
20
21
22
23
24
25
26
27 3
28
Financial Advisory Services: Scope of Work
In its role as financial advisor to the City of San Bernardino, Urban Futures is prepared
to continue to provide the following assistance at the direction of the City and its r
counsel. In this capacity, our Advisory team: L
0
• Evaluates liability restructuring alternatives, whether as an out-of-court U
restructuring or a formal bankruptcy proceeding; Determines economic feasibility L
of restructuring alternatives or prospects of City recovery or solvency;
• Provides consultation to confirm the disclosure documents.
L
Operational
0
r
• Analyze City's fiscal operations and communication of findings to the City
Manager. Review cash flow budgets to understand and communicate cash E
needs and related monitoring of budget variances to creditors and court required
documents. a
Accountinq and Reporting
N
• Review reports such as monthly cash reports for communication to creditors and
court required documents. °
• Communicate with creditors and other interested parties, as necessary. Appear
at court hearings, and, if necessary, testify.
Y
L
0
Litigation Support
w
0
• Review of pre-petition activity
0
• Litigation support for any disputed items. in
• Expert testimony as required.
• Provides complex forensic analysis as required. Attend court proceedings 2
d
In addition to the above on-going services, Urban Futures is prepared to initiate the Cn,
following assistance at the direction of the City and its counsel. In this capacity, our
Advisory team: a
Asset Analysis
• If directed, evaluate the merits of asset retention as a function of fundamental U_
service delivery to the citizens/businesses If directed, evaluate the merits of
asset liquidation proposals (if any). E
�o
a
Packet Pg.440
E
Creditor Negotiations
a Facilitate creditor meetings and discussions;
• Develop creditor proposals for potential Plan inclusion
Evaluate creditor proposals
0
Plan of Adjustment N
L
• Assist in the drafting of the City's Plan of Adjustment
U-
• Analysis and review of City's Plan of Adjustment.
• Restructuring analysis, if any, required for Plan.
Evaluation of operational /financial consequences due to Plan proposals. 0
r
_
The proposed scope of work above is fundamental to the development of the City's 10 E
year financial forecast, which will precede the Plan of Adjustment and negotiations with
creditors. Listed below are the hourly rates for services proposed: E
a
Lead Financial Advisor: $245
Managing Principal / Financial Modeling: $195 N
r
_
0
Y
L
0
W
0
Q
0
0
d
V
W
0
N
a
2
_
_
U-
r
_
E
s
a
Packet Pg.441