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CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
From: MICHAEL E. HAYS, Director Subject: Resolutions Authorizing the
Execution of Agreements for Bond Counsel,
Dept: Development Services Investment Banker and Assessment Engineer--
Assessment District No. 1026, Tract No.
Date: March 28, 2000 10260 and Tentative Tract No- 14112.
File No.14.40-118
Synopsis of Previous Council Action: MCC Date: 04-17-2000
10-18-99 Authorization to proceed with the formation of an Assessment District pursuant to the
Municipal Improvement Act of 1913 for water and sewer fees relative to the development of
Tract Nos. 11261, 13822 and 10260 was granted.
12-20-99 Resolution authorizing execution of agreements for Investment Banker and Bond
Counsel relative to the formation of proposed Assessment District No. 1026 was referred to the
Ways and Means Committee.
03-06-00 Authorization to proceed with formation of an acquisition assessment district for off-
site improvements for Tract No. 10260 and Tentative Tract 14112 and the preparation of
Agreements for Assessment Engineer, Bond Counsel and Investment Banker was granted
Recommended Motion:
ADOPT RESOLUTIONS (3)
Michael(t. Hays
Contact person: LASZLO"Les"FOGASSY Phone: 5026
Supporting data attached: Staff Report,Maps, and Ward: 4
Resolutions
FUNDING REQUIREMENTS: Amount: $162,690 (Formation& consultant fees to be
Paid or ftom deposit by petitioner)
Source: (Acct. No.) N/A
Acct. Description) N/A
Finance:
CouZN;o tes:
Agenda Item No. 0,510, 00
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
Staff Report
SUBJECT:
Resolutions Authorizing the Execution of Agreements for Bond Counsel, Investment Banker and
Assessment Engineer--Assessment District No. 1026, Tract. No. 10260 and Tentative Tract No.
14112.
BACKGROUND:
On September 13, 1999, this office received a request from Century Homes, the developer of
portions of Tract No. 11261, all of Tract No. 13822 and all of Tract No. 10260, for the formation
of an Assessment District pursuant to the provisions of the Municipal Improvement Act of 1913.
The purpose of that request was to finance the water and sewer fees relative to the development
of these tracts and thus assist the developer in the development of these tracts. On October 18,
1999, this office was authorized to proceed with the formation of the proposed Assessment
District. Request for Proposals for, Assessment Engineer and Investment Banker were mailed
out and responses received. On December 20,1999, Agreements for Bond Counsel and
Investment Banker were submitted for approval. The item was referred to the Ways and Means
Committee. There were several discussions with the developer at the Ways and Means
Committee meetings and the item was continued several times. At the February 9, 2000, Ways
and Means Committee meeting, the developer indicated that Tract Nos. 11261 and 13822
(Arrow Vista at California and 16th) would be dropped from the request for the district. In
addition to retaining Tract No. 10260, the developer requested that Tentative Tract No. 14112,
located at Foothill Drive and Sterling Avenue, be included in the proposed district. The
developer does not presently own either tract but both properties are in escrow. A vicinity map
is attached showing the location of the two tracts.
The modified request is to finance off-site improvements. These improvements consist of rough
grading, installation of curb, gutter, paving, sidewalk, sewer, drainage, perimeter block walls and
landscaping. The total estimated cost of the improvement, incidental expenses and formation
costs is $3,715,518. The developer will pay $1,846,900 of these costs and is requesting that the
remainder be financed through the assessment district.
The formation of this district will require retention of bond counsel to oversee the formation of
the district, and retention of the services of an investment banker for the marketing and sale of
bonds. A Request for Proposal was mailed out for Investment Banker and 5 firms responded.
After reviewing the proposals, the discount rate and previous experience with the City, we are
recommending the firm of Miller & Schroeder Financial, Inc., for Investment Banking Services.
Although their rate was slightly higher (.05%) then the lowest proposal, we are recommending
this firm due to their prior experience working with the City. A summary of the responses is
shown below. The discount rate is the percentage of the total bond issue that will be paid to the
firm as compensation for services.
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
Staff Report - continued
Firm Name Proposed Discount Rate
Seidler-Fitzgerald 1.00%
Miller& Schroeder Financial, Inc. 1.05%
US Bancorp 1.875%
Kinsel,Newcomb & De Dios 2.00%
Stone & Youngberg 3.119%
We are also recommending the firm of Sabo & Green for Bond Counsel. This firm has had
extensive experience with the City, as well as the Economic Development Agency relative to
assessment districts and bond issuance. As per the Agreement, the cost for their services will not
exceed $15,000. The attached Resolutions authorize the execution of Agreements with Miller &
Schroeder Financial, Inc., for Investment Banking Services, and Sabo & Green for Bond
Counsel.
Staff is also recommending the firm of GFB-Friedrich & Assoc., Inc., for Assessment Engineer.
As per the Agreement, their rate will not exceed $25,000 for engineering services. We have
worked with this firm in the past on these types of assessment districts and have had a favorable
experience.
When all of the agreements have been executed, staff will work with the consultants in the
preparation of the necessary documents, including a Resolution of Intention and Engineer's
Report,which will contain the specifics of the proposed assessment district and will be submitted
at a later date for your review and action.
The formation costs, which total $162,690, will deposited by the petitioner as needed to cover
the City's expenses in case the district is not successfully completed. The attached exhibit shows
a breakdown of this cost under the section entitled"IV. Procedural and Formation Costs".
FINANCIAL IMPACT:
The developer will pay the $162,690 formation and consultant fees. If the district formation is
successful, the fees will be included in the total assessment and the developer will be reimbursed.
RECOMMENDATION:
Staff recommends adoption of the attached resolutions approving agreement for Bond Counsel,
Investment Banker and Assessment Engineer.
TOTAL CONSTRUCTION & ENGINEERING $1,171,820.10 $2,035,335.50
III. CONTRIBUTION BY PROPERTY OWNER -$1,290,000.00
IV. PROCEDURAL AND FORMATION COSTS
City Formation Expenses $111500.00 $14,000.QO
Trustee Fees $11,500,00 $14,000.00
Pnntinq (offidal Statement,and Advertlsln(l) $6,900.00 $8,400.00
Appralsal $6,900.00 $8,400.00
Flnandal Advlsor $6,900.00 $8,400.00
Bond Counsel $11,500.00 $14,000.00
Assessment Engineer $11,500.00 $14,000.00
Sub-Total Procedural Expenses $66,700.00 $81,200.00
10% Procedural Continqencies $6,670.00 $8,120.00
TOTAL PROCEDURAL (73,370.00 $89,320.00
V. BOND ISSUANCE COSTS
A. Capltallzed Interest(12 ma's @ 6.5%) $54,892.50 $66,S60.00
B. Bond Reserve (V 10% $84,850.00 $1021400.00
C. Bond Discount(0 21%) 51.6,890.00 $70480.00
TOTAL BONA ISSUANCE COSTS $156,232.50 $189,440.00
REQAPITULUTON
I. CONSTRUCTION COSTS AND CONTINGENCIES $1,078,100.10 $1,927,865.50
11. ENGINEERING &RELATED CONSTRUCTION $93,720,00 $107,470.00
ITT. LESS CONTRIBUTION BY PROPERTY OWNER -$556,900.00 -$1,290,000.00
W. PROCEDURAL&FORMATION COSTS $73,370.00 $89,320.00
V. BOND ISSUANCE COSTS 156,237.50 189,440.00
TOTAL.AMOUNT OF ASSESSMENT $844 522.60 $1 024 095.50
Assessment Amount per Residential Lot X18,359.19 $18,287.42
Value of Finished Lot Per Century Estlmate $60,434.00 $60,434.00
Lien to Value Ratlo 3.29 to 1 3.30 to 1
TRACT NO. 10260
TENTATIVE
TRACT NO. 14112.
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VICINITY MAP
CITY OF SAN BERNARDINO PROPOSED 1913 ACT ACQUISITION ASSESSMENT
DEVELOPMENT SERVICES DEPARTMENT DISTRICT FOR OFF—SITE IMRPROVEMENTS
REAL PROPERTY SECTION --TRACT NO. 10260 AND
TENTATIVE TRACT NO. 14112.
® indicates un—incorporated areas
within City's Sphere of Influence
Created by: L, 1=OCfQ55y Date: 2-/1412000
COPY
1 RESOLUTION NO.
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND
3 DIRECTING THE EXECUTION OF AN AGREEMENT WITH THE FIRM OF SABO
AND GREEN FOR LEGAL SERVICES RELATIVE TO THE FORMATION
4 ASSESSMENT DISTRICT NO. 1026 FOR TRACT NO. 10260 AND TENTATIVE TRACT
NO. 14112
5
6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
7
8 SECTION 1. That the Mayor of the City of San Bernardino is hereby authorized
9 and directed to execute on behalf of said City,an Agreement for legal services with the firm
10 of Sabo and Green relative to Assessment District No. 1026 for Tract No. 10260 and
11 Tentative Tract No. 14112, a copy of which is attached hereto as Exhibit"A" and made
12 a part hereof.
13
14 SECTION 2. This Resolution is rescinded if parties to said Agreement fail to execute it
15 Within sixty (60) days of the passage of this resolution.
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03/27/00 1
RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR LEGAL SERVICES
1 WITH THE FIRM OF SABO AND GREEN RELATIVE TO ASSESSMENT DISTRICT NO. 1026.
2
3 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
4 Common Council of the City of San Bernardino at a meeting thereof
5 held on the day of , 20 , by the following vote,
6 to-wit:
7
Council Members: AYES NAYS ABSTAIN ABSENT
8
9 ESTRADA
10 LIEN
11 MCGINNIS
12 SCHNETZ
13
SUAREZ
14
15 ANDERSON
16 MCCAMMACK
17
18 City Clerk
19
The foregoing resolution is hereby approved this day of ,20
20
21
22 JUDITH VALLES, Mayor
City of San Bernardino
23
24 Approved as to form
and legal content:
25
JAMES F. PENMAN,
26 City Attorney
27 By:
28
03/27/00 2
AGREEMENT FOR LEGAL SERVICES
This AGREEMENT is made and entered into this day of , 20 ,
by and between the CITY OF SAN BERNARDINO, California, a municipal corporation,
hereinafter referred to as the "CITY" and SABO & GREEN, a Professional Law Corporation,
hereinafter referred to as "BOND COUNSEL"
RECITALS
WHEREAS, the CITY desires to initiate proceedings for the formation of an Assessment
District ("DISTRICT") pursuant to the provisions of the Municipal Bond Improvement Act of
1913, Division 12 of the Streets and Highways Code and the Improvement Bond Act of 1915,
Division 10 of said Streets and Highways Code for the purposes of financing certain fees for the
construction of certain public improvements; and
WHEREAS, the CITY desires to retain the services of BOND COUNSEL relative to the
preparation of resolutions, notices, bond forms and other documents required in the proceedings
and issue their legal opinion or opinions as to the validity of the proceedings and necessary
documents.
NOW, THEREFORE, it is mutually agreed upon as follows:
1. SCOPE OF SERVICES
BOND COUNSEL shall perform those services specified in retainer letter and proposal of
services, dated March 13. 2000 , a copy of which is attached hereto as Exhibit "A", and
as directed by the CITY of San Bernardino.
2. TERM OF AGREEMENT
The services of BOND COUNSEL are to commence after the CITY has authorized work to
start by issuance of a Notice to Proceed. This Agreement shall expire upon the successful
completion of the sale of Bonds and completion of the DISTRICT, including the filing and
recording of assessments or upon termination of proceedings.
Agreement for Legal Services—Assessment District 1026--- SABO& GREEN. Page 2
3. STANDARD OF PERFORMANCE
BOND COUNSEL shall complete all work product and design in conformance with
applicable local and state laws.
4. CHANGES/EXTRA SERVICES
A. Performance of the work specified in the Proposal is made an obligation of BOND
COUNSEL under this Agreement, subject to any changes made subsequently upon
mutual written agreement of the parties. Any change, which has not been so
incorporated, shall not be binding on either party.
5. COMPENSATION
A. The CITY shall reimburse the BOND COUNSEL for actual costs (including labor costs,
employee benefits, overhead, profit, other direct and indirect costs) incurred by the
BOND COUNSEL in performance of the work, in an amount not to exceed $15,000.00,
plus expenses. In the event this Agreement is terminated prior to the completion of the
DISTRICT, the CITY shall reimburse BOND COUNSEL at the rate of$175 per hour for
all attorney hours, plus expenses, and as more fully set forth in the attached Exhibit"A".
B. Said compensation shall not be altered unless there is significant alteration in the scope,
complexity or character of the work to be performed. Any adjustment of the total cost of
services will only be permitted when the BOND COUNSEL establishes and CITY has
agreed, in writing, that there has been, or is to be, a significant change.
6. PAYMENT BY CITY
A. The billings for all services rendered pursuant to this Agreement shall be submitted
monthly by BOND COUNSEL to CITY and shall be paid by CITY within thirty (30)
days after receipt of same, excepting any amounts disputed by CITY. All tasks as
specified in proposal shall be completed prior to final payment.
7. SUPERVISION AND ACCEPTANCE OF SERVICES
A. The Director of Development Services of the CITY, or his designee, shall have the right
of general supervision over all work performed by BOND COUNSEL and shall be
CITY's agent with respect to obtaining BOND COUNSEL's compliance hereunder. No
payment for any services rendered under this Agreement shall be made without prior
approval of the Director of Development Services Works or his designee.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 3
8. COMPLIANCE WITH CIVIL RIGHTS LAWS AND AMERICANS WITH
DISABILITIES ACT
BOND COUNSEL hereby certifies that it will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, marital status, national origin or
disability. BOND COUNSEL shall promote affirmative action in its hiring practices and
employee policies for minorities and other designated classes in accordance with Federal, State
and local laws. Such action shall include, but not be limited to, the following: Recruitment and
recruitment advertising, employment, upgrading, and promotion. In addition, BOND COUNSEL
shall not exclude from participation under this Agreement any employee or applicant for
employment on the basis of age, handicap, disability or, religion in compliance with State and
Federal laws.
9. TERMINATION OF AGREEMENT
A. This agreement may be terminated by either party upon thirty (30) days written notice in
the event of substantial failure of the other party to perform in accordance with the terms
of this Agreement. Each party shall have twenty (20) days following date of such notice
within which to correct the substantial failure giving rise to such notice. BOND
COUNSEL hereby covenants and agrees that upon termination of this Agreement for
any reason, BOND COUNSEL will preserve and make immediately available to CITY,
or its designated representatives, maps, notes, correspondence, or records related to work
paid for by the CITY and required for its timely completion, and to fully cooperate with
CITY so that the work to be accomplished may continue. Any subsequent use of such
incomplete documents shall be at the sole risk of the CITY and CITY agrees to hold
harmless and indemnify BOND COUNSEL from any claim, losses, costs, including
Attorney's fees, and liability arising out of such use.
B. This agreement may be terminated for the convenience of the CITY upon thirty (30)
days written notice to BOND COUNSEL. Upon such notice, BOND COUNSEL shall
provide work product to CITY and CITY shall compensate BOND COUNSEL in the
manner set forth above.
C. Following the effective date of termination of this Agreement pursuant to this Section,
the Agreement shall continue until all obligations arising from such termination are
satisfied.
10. CONTINGENCIES
In the event that, due to causes beyond the control of and without the fault or negligence of
BOND COUNSEL, BOND COUNSEL fails to meet any of its obligations under this
Agreement, and such failure shall not constitute a default in performance, and the CITY may
grant to BOND COUNSEL such extensions of time and make other arrangements or
additions, excepting any increase in payment, as may be reasonable under the circumstances.
Increases in payment shall be made only under the "changes" provision of this Agreement.
Agreement for Legal Services—Assessment District 1026--- SABO& GREEN. Page 4
11. INDEPENDENT CONTRACTOR
BOND COUNSEL shall act as an independent contractor in the performance of the services
provided for under this Agreement. BOND COUNSEL shall furnish such services in its own
manner and in no respect shall it be considered an agent or employee of CITY.
12. ASSIGNMENT OR SUBCONTRACTING
Neither this Agreement, nor any portion thereof, may be assigned by BOND COUNSEL
without the written consent of CITY. Any attempt by BOND COUNSEL to assign or
subcontract any performance of this Agreement without the written consent of the CITY
shall be null and void and shall constitute a breach of this agreement. All subcontracts
exceeding $10,000 shall contain all provisions of this Agreement.
13. NOTICES
All official notices relative to this Agreement shall be in writing and addressed to the
following representatives of BOND COUNSEL and CITY:
BOND COUNSEL: CITY:
Timothy J. Sabo Michael E. Hays
SABO & GREEN Director of Development Services
201 N. "E" Street 300 North "D" Street
San Bernardino, CA 92401 San Bernardino, CA 92418
14. RESPONSIBILITIES OF PARTIES
A. Upon completion of all work under this Agreement, BOND COUNSEL will transfer
ownership and title to CITY of all documents relative to the formation of the
DISTRICT.
15. HOLD HARMLESS CLAUSE
A. BOND COUNSEL hereby agrees to hold CITY, its elective and appointive boards,
officers, and employees, harmless from any liability for damage or claims for damage for
personal injury including death, as well as from claims for property damage, which may
arise from BOND COUNSEL's negligent acts, errors or omissions under this Agreement.
B. BOND COUNSEL shall indemnify, defend and hold free and harmless the CITY, its
officers and its employees from all claims, damages, costs, expenses, and liability,
including, but not limited to attorney's fees imposed upon them for any alleged
infringement of patent rights of copyrights of any person or persons in consequence of
the use by CITY, its officers, employees, agents and other duly authorized
Agreement for Legal Services—Assessment District 1026--- SABO& GREEN. Page 5
representatives, of programs or processes supplied to CITY by BOND COUNSEL under
this Agreement.
16. INDEMNITY
BOND COUNSEL shall indemnify, defend and hold harmless CITY from and against any
and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries,
penalties, costs, expenses (including attorneys' fees) and liabilities, of, by, or with respect to
third parties, which arise solely from BOND COUNSEL's negligent performance of services
under this Agreement. BOND COUNSEL shall not be responsible for, and CITY shall
indemnify, defend and hold harmless BOND COUNSEL from and against, any and all
claims, demands, suits, actions, proceedings,judgments, losses, damages, injuries, penalties,
costs, expenses (including attorneys' fees) and liabilities of, by or with respect to third
parties, which arise solely from the CITY's negligence. With respect to any and all claims,
demands, suits, actions, proceedings,judgments, losses, damages, injuries, penalties, costs,
expenses (including attorneys' fees) and liabilities of, by or with respect to third parties,
which arise from the joint or concurrent negligence of BOND COUNSEL and CITY, each
party shall assume responsibility in proportion to the degree of its respective fault.
17. LIABILITY/INSURANCE
A. BOND COUNSEL's liability to the CITY for injury or damage to persons or property
arising out of work performed by the CITY and for which legal liability may be found to
rest upon BOND COUNSEL other than for professional errors and omissions, shall be a
minimum of$1,000,000. For any damage on account of any error, omission or other
professional negligence BOND COUNSEL's liability, will be limited to a sum not be
exceed $50,000 or BOND COUNSEL's fee, whichever is greater.
B. The CITY will require the BOND COUNSEL to provide Worker's Compensation and
Comprehensive General Insurance, with coverage sufficient to insure the BOND
COUNSEL's indemnity, as above required; and, such insurance will include the CITY,
the BOND COUNSEL, their BOND COUNSELS, and each of their officers, agents and
employees as additional insured with exception to additional insured under Worker's
Compensation.
C. BOND COUNSEL shall provide evidence of insurance.
18. ATTORNEY'S FEES
The prevailing party in any legal action to enforce or interpret any provisions of this
Agreement will be entitled to recover from the losing party all attorneys' fees, court costs,
and necessary disbursements in connection with that action. The costs, salary, and expenses
of the CITY Attorney and members of his office, in connection with that action shall be
considered as attorneys' fees for the purpose of this agreement.
Agreement for Legal Services -Assessment District 1026---SABO& GREEN. Page 6
19. VALIDITY
Should any provision herein be found or deemed to be invalid, this Agreement shall be
construed as not containing such provision, and all other provisions which are otherwise
lawful shall remain in full force and effect, and to this end the provisions of this Agreement
are declared to be severable.
20. ENTIRE AGREEMENT
This Agreement represents the entire and integrated understanding between the parties
hereto and supersedes all prior and contemporaneous negotiations, representations,
understandings and agreements, whether written or oral, with respect to the subject matter
thereof. This Agreement may be amended only by written instrument signed by both
parties.
X �
IN WITNESS WHEREOF, the CITY has caused this Agreement to be properly
executed and the CONSULTANT has caused this Agreement to be properly executed by on
of its officers, as of the date hereinabove set forth.
BOND COUNSEL: CITY OF SAN BERNARDINO,
a municipal corporation
SABO & GREEN
By: By:
JUDITH VALLES, Mayor
Approved as to form and ATTEST:
legal content:
JAMES F. PENMAN,
City Attorney City Clerk
By:
- D
MAR 2 4 2000
CITY OF SAN BERNARDINO SA'BO & GREEN LLP
DEVELOPMENT SERVICES
DEPARTMENT A LIMITED LIABILITY PARTNERSHIP
ATTORNEYS AT LAW
23801 CALABASAS ROAD 201 NORTH"E"STREET 35-325 DATE PALM DRIVE
SUITE 1015 SUITE 300 SUITE 232
CALABASAS,CALIFORNIA 91302 SAN BERNARDINO,CALIFORNIA 92401 CATHEDRAL CITY,CALIFORNIA 9223.3
(818)704-0195 (909)383-9373 (760)770-0873
FAX(818)7044729 FAX(909)383-9378 FAX(760)770-1724
INTERNET:www.sabogreen.com
DIRECT E-MAIL ADDRESS:
tsabo(sabogreen.com
March 13, 2000
Mike Hays
Director of Development Services
City of San Bernardino
300 North "D" Street, Third Floor
San Bernardino, California 92418
Re: Retainer Letter-Bond Counsel Services
Proposed Century Crowell Communities Assessment District
Dear Mr. Hays:
We are pleased to submit this proposal to serve the City of San Bernardino (the
"City") as bond counsel in connection with a special assessment district financing(the"Financing")
sought by Century Crowell Communities (the"Assessment District Petitioner") to specially benefit
the residential subdivision and improvement of certain lands which the Assessment District
Petitioner is under contract to acquire, including the property known as Sterling Pointe (Tract Map
No. 10260) and Sterling Ridge (Tract Map No. 14112) in the City.
In our capacity as bond counsel for the Financing requested by the Assessment
District Petitioner, we will provide guidance, advice and representation to the City in connection
with any and all legal issues and problems arising with regard to the Financing. Additionally, we
will prepare the legal documentation, including legal notices and resolutions of the Mayor and
Common Council necessary for the Financing, and when all conditions precedent have been
satisfied, we will render the bond opinion at the time of close of the Financing. To the extent
deemed necessary, we will attend all meetings in connection with the Financing.
For the bond counsel services set forth above,or as subsequently directed by the City,
we shall be paid a fee of$15,000,plus expenses upon closing of the Financing;provided, however,
that if the transaction is not consummated for any reason,we shall be compensated at a rate of$175
per hour for all attorney hours,plus expenses; and provided,further, that in the event the Financing
EXHIBIT "A"
Mike Hays
March 13, 2000
Page 2
has not closed on or before the date which is four(4) months from the date of adoption by the Mayor
and Common Council of the resolution of intention initiating the improvements and assessment
requested by the Assessment District Petitioner, we shall be compensated at the hourly rate set forth
above for all attorney hours, plus expenses, until the close or suspension by the City of the
Financing, and in either such event whether or not the fee so earned may exceed $15,000.
In the event the Financing has not closed on or before the date which is four (4)
months from the date of adoption by the Mayor and Common Council of such resolution of intention
as relates to the Financing,we will, within thirty(30) days thereafter, send the City a statement for
payment reflecting the attorney hours plus expenses as billable to that date. We will thereafter send
monthly statements to the City for legal fees and expenses incurred on the City's behalf in connection
with the Financing until final close or suspension of the Financing.
As far as expenses are concerned, please be informed that we charge for database
searches, secretarial overtime when required by the urgency of a client's matter, long distance
telephone calls, special deliveries and other similar items. All such charges are billed at or below
our estimated cost. We also charge for duplicating and providing copies of documents (currently
$0.25 per page) and facsimile transmission(currently incoming $1.00 per page and outgoing$2.00
first page and$1.00 per page thereafter). Our schedule of charges for expenses changes from time-
to-time to reflect inflation and other factors. Those changes apply prospectively to all matters then
being handled by the firm.
Our billing practices reflect our desire to deal fairly with our clients in this as in all
other aspects of our relationship. We welcome the opportunity to be retained by the City, and
assuming this letter is acceptable to the City, we look forward to providing bond counsel services
to the City in connection with the proposed Financing.
Mike Hays
March 13, 2000
Page 3
If the terms of this retainer letter are acceptable to the City and reflect its
understanding and agreement, please have the appropriate authorized officer sign and return to the
undersigned the enclosed extra copy of this letter.
Very truly yours,
SABO & GREEN, LLP
Timothy J. Sabo
ACCEPTED AND AGREED TO:
CITY OF SAN BERNARDINO
By
Its
Date:
S B E Oi O l 66-21DOC/001-3.W P D
COPY
1 RESOLUTION NO.
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND
3 DIRECTING THE EXECUTION OF AN AGREEMENT WITH THE FIRM OF MILLER
& SCHROEDER FINANCIAL, INC., FOR INVESTMENT BANKING SERVICES
4 RELATIVE TO THE FORMATION ASSESSMENT DISTRICT NO. 1026 FOR TRACT
NO. 10260 AND TENTATIVE TRACT NO. 14112.
5
6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
7
8 SECTION 1. That the Mayor of the City of San Bernardino is hereby authorized
9 and directed to execute on behalf of said City, an Agreement for Investment Banking
10 Services with the firm of Miller & Schroeder Financial, Inc., relative to Assessment
11 District No. 1026 for Tract No. 10260 and Tentative Tract No. 14112,a copy of which is
12
attached hereto as Exhibit"A" and made a part hereof.
13
14 SECTION 2. This Resolution is rescinded if parties to said Agreement fail to execute it within
15 sixty (60) days of the passage of this resolution.
16
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03/27/00 1
"r; le� 6
RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR INVESTMENT
1 BANKING SERVICES WITH THE FIRM OF MILLER& SCHROEDER FINANCIAL,INC.,
RELATIVE TO ASSESSMENT DISTRICT NO. 1026.
2
3 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
4 Common Council of the City of San Bernardino at a meeting thereof
5
held on the day of , 20 , by the following vote,
6
7 to-wit:
g Council Members: AYES NAYS ABSTAIN ABSENT
9 ESTRADA
10 LIEN
11
MCGINNIS
12
13 SCHNETZ
14 SUAREZ
15 ANDERSON
16 MCCAMMACK
1.,1
18
19 City Clerk
20 The foregoing resolution is hereby approved this day of , 20
21
22 JUDITH VALLES, Mayor
23 City of San Bernardino
24 Approved as to form
25 and legal content:
26 JAMES F. PENMAN,
City Attorney
27
28 By.
03/27/00 2
AGREEMENT FOR INVESTMENT BANKING SERVICES
THIS AGREEMENT is made and entered into this day of ,
, by and between the CITY OF SAN BERNARDINO, a municipal corporation,
hereinafter called"CITY" and the firm of MILLER& SCHROEDER FINANCIAL, INC.,
hereinafter called"INVESTMENT BANKER"
WITNESSETH
WHEREAS, CITY proposes to initiate proceedings for Assessment District No. 1026,
(Tract No. 10260 , and Tentative Tract No. 14112 ) (the"PROJECT") and the issuance of 1915
Act Limited Obligation Improvement Bonds; and
WHEREAS, the CITY requires assistance in the development of a sound, equitable and
practical financing plan to implement the PROJECT by taking into consideration sources of
capital funds and cash flow requirements, annual costs,the allocation of these costs, statutory
requirements and restrictions and alternate methods, if applicable; and
WHEREAS, the CITY requires the services of a municipal investment banker
experienced in the financial consulting for and underwriting the obligations of cities to assist in
such financial planning and to purchase the City's obligations at negotiated sale, and to
coordinate the sale and distribution of the City's obligation; and
WHEREAS,the CITY has determined that the INVESTMENT BANKER is qualified by
training and experience to perform said services.
NOW, THEREFORE, it is mutually agreed, as follows:
The CITY hereby employs the INVESTMENT BANKER and the INVESTMENT
BANKER hereby accepts such employment to perform the services,upon the terms, subject to
the conditions, and in consideration of payments as hereinafter set forth:
EXHIBIT "A"
Agreement for Investment Banking Services—Assessment District No. 1026
I. Services to be performed by the INVESTMENT BANKER:
A. Structuring the Financing:
1. INVESTMENT BANKER will work with the CITY in developing the scope of
the financial feasibility and assessing the marketability of the PROJECT.
2. INVESTMENT BANKER will work the CITY'S bond counsel recommending
specific terms and conditions affecting the basic security of the Bonds.
3. INVESTMENT BANKER will prepare the text of an Official Statement for the
sale of the securities. The Official Statement will include a description of the
Bonds and their security, and pertinent financial and economic data. In
preparation of the Official Statement, INVESTMENT BANKER will exercise due
diligence in the ascertainment of all material facts and circumstances regarding
the project and their disclosure in the prospectus.
4. INVESTMENT BANKER will be present at any necessary information meeting
or meetings.
5. If the CITY so requests, INVESTMENT BANKER will assist in arranging the
selection of a paying agent.
B. Marketing the Bonds:
1. The INVESTMENT BANKER will use its best efforts to accomplish the formal
marketing at the earliest date possible consistent with sound investment banking
and underwriting principals. INVESTMENT BANKER agrees to use its best
efforts in establishing the interest rate or rates and discounts on the bonds. It is
intended that, once purchased by the INVESTMENT BANKER,the Bonds will
be re-offered to the public on the basis of immediate"bona fide public offering".
The INVESTMENT BANKER may form a group of investment banking firms for
the purpose of underwriting and selling the Bonds. INVESTMENT BANKER'S
earnings from such sale shall be its sole compensation under this Agreement
except as otherwise specifically set forth herein.
2. The INVESTMENT BANKER will submit an offer to the CITY to purchase the
Bonds subject to pertinent resolutions,the Official Statement, and all other
necessary documents, approvals and proceedings governing such Bonds having
been determined by bond counsel,the CITY and the underwriter to be
satisfactory in all respects for financing purposes. If after negotiations with the
INVESTMENT BANKER, in good faith,the CITY and the INVESTMENT
BANKER fail to agree on terms of the sale of Bonds,the CITY may terminate
this Agreement then offer the Bonds for sale to others.
2
Agreement for Investment Banking Services—Assessment District No. 1026
II. General Provisions Relating to the CITY and the INVESTMENT BANKER:
A. The City agrees to cooperate with the INVESTMENT BANKER by making available
copies of economic and financial reports, agreements, contracts, resolutions and other
relevant documents pertaining to the PROJECT,the CITY or the Bonds, as
reasonably may be required from time to time for prompt and efficient performance
by INVESTMENT BANKER of their obligations hereunder.
B. INVESTMENT BANKER shall pay its own out-of-pocket and other expenses,the
cost of preparation of the Official Statement, Underwriter's Counsel, Blue Sky and
Investment Memoranda used by the INVESTMENT BANKER and all advertising
expenses in connection with the public offering of the Bonds.
C. The CITY shall pay from the proceeds of the Bonds or other funds of the CITY all
costs an expenses customarily paid therefrom, including the costs of printing the
Bonds,the Official Statement and other documents and fees and expenses of its legal
counsel, bond counsel, consultants, accountants and of any experts retained by the
City in connection with the financing.
D. It is expressly understood and agreed and the CITY hereby recognizes that in
performing its activities pursuant to a negotiated sale the INVESTMENT BANKER
is acting solely on its own behalf and plans to submit to the City a proposal to
purchase the Bonds for resale.Nothing herein shall be construed to make the
Underwriter an employee or agent of the CITY, the INVESTMENT BANKER shall
be at all times, an independent contractor.
E. The term of this Agreement shall extend to the date of sale of Bonds as contemplated
herein, as determined by the date upon which the formal Bond Purchase Contract is
executed by the CITY and the INVESTMENT BANKER or the term of this
Agreement shall be two (2) years from the date hereof, whichever is longer. The
Agreement may be cancelled without cause by either parry giving the other parry
thirty (30) days written notice of such cancellation. Said notice shall be sent to the
party by certified mail at the following address:
CITY OF SAN BERNARDINO INVESTMENT BANKER
Michael E. Hays, Director Miller& Schroeder Financial, Inc.
Development Services 505 Lomas Santa Fe Drive
300 North"D" Street Suite 100
San Bernardino, CA 92418 Solana Beach, CA 92075
F. The CITY may terminate this Agreement if, after negotiations in good faith, the
CITY and the INVESTMENT BANKER fail to agree on mutually acceptable terms
of the sale of the Bonds. Upon termination of this Agreement,the City shall be under
no further obligation to the Underwriter hereunder except that the City is obligated to
pay the Underwriter any expenses incurred on behalf of the CITY pursuant to
3
Agreement for Investment Banking Services—Assessment District No. 1026
Paragraph II B of this Agreement should the City not sell the Bonds to the
Underwriter pursuant to Section B of this Agreement.
THIS AGREEMENT shall not be amended except upon the express written agreement of
the parties hereto to such amendment.
THIS AGREEMENT and any documents or instruments attached hereto or referred to
herein integrate all terms and conditions mentioned herein or incidental hereto, and supercede all
negotiations and prior writing in respect to the subject matter hereof.
In the event of a conflict between the terms, conditions or provisions of this Agreement,
and such document or instrument,the terms and conditions of this Agreement shall prevail.
4
>_. .
Agreement for Investment Banking Services—Assessment District No. 1026
IN WITNESS WHEREOF,the CITY has caused this Agreement to be properly executed
and the CONSULTANT has caused this Agreement to be properly executed by on of its officers,
as of the date hereinabove set forth.
INVESTMENT BANKER: CITY OF SAN BERNARDINO
a municipal corporation,
MILLER& SCHROEDER FINANCIAL, INC.
By: By:
JUDITH VALLES, Mayor
ATTEST:
City Clerk
Approved as to form
and legal content:
JAMES F. PENMAN,
City Attorney
By:
5
�.k
COPT
1 RESOLUTION NO.
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND
3 DIRECTING THE EXECUTION OF AN AGREEMENT WITH THE FIRM OF GFB-
FRIEDRICH & ASSOC., INC., FOR ASSESSMENT ENGINEERING SERVICES
4 RELATIVE TO THE FORMATION ASSESSMENT DISTRICT NO. 1026 FOR TRACT
NO. 10260 AND TENTATIVE TRACT NO. 14112.
5
6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
7
SECTION 1. That the Mayor of the City of San Bernardino is hereby authorized
8
9 and directed to execute on behalf of said City, an Agreement for Assessment Engineering
10 Services with the firm of GBF-Friedrich& Assoc., Inc., relative to Assessment District
11 No. 1026 for Tract No. 10260 and Tentative Tract No. 14112, a copy of which is attached
12 hereto as Exhibit"A" and made a part hereof.
13
SECTION 2. This Resolution is rescinded if parties to said Agreement fail to execute it within
14
15 sixty (60) days of the passage of this resolution.
16
17
18
19
20
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27
28
03/27/00 1 ao G
o�/�� 0
` P
RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR ASSESSMENT
1 ENGINEERING SERVICES WITH THE FIRM OF GFB-FRIEDRICH&ASSOC.,INC.,RELATIVE
TO ASSESSMENT DISTRICT NO. 1026.
2
3 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
4
Common Council of the City of San Bernardino at a meeting thereof
5
6 held on the day of , 20 , by the following vote,
7 to-wit:
8 Council Members: AYES NAYS ABSTAIN ABSENT
9 ESTRADA
10 LIEN
11
MCGINNIS
12
13 SCHNETZ
14 SUAREZ
15 ANDERSON
16 MCCAMMACK
17
18
19 City Clerk
20 The foregoing resolution is hereby approved this___day of ,20
21
22
JUDITH VALLES, Mayor
23 City of San Bernardino
24 Approved as to form
25 and legal content:
26 JAMES F. PENMAN,
27 City Attorney
28 By:
03/27/00 2
1
AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is made and entered into this day of , 20 ,
by and between the CITY OF SAN BERNARDINO, California, a municipal corporation,
hereinafter referred to as the "CITY' and GFB-FRIEDRICH &ASSOC., INC., hereinafter
referred to as"CONSULTANT".
1. SCOPE OF SERVICES
Consultant shall perform those services specified in your proposal of services, dated
March 9, 2000 , a copy of which is attached hereto, and as directed by the City of
San Bernardino.
2. TERM OF AGREEMENT
The services of Consultant are to commence after the City has authorized work to start by
issuance of a Notice to Proceed. This Agreement shall expire as specified by the schedule
unless extended by written agreement of the parties.
3. STANDARD OF PERFORMANCE
Consultant shall complete all work product and design in conformance with City of San
Bernardino Standard Specifications and Standard Drawings.
4. CHANGES/EXTRA SERVICES
Performance of the work specified in the Proposal is made an obligation of Consultant under
this Agreement, subject to any changes made subsequently upon mutual written agreement
of the parties. Any change which has not been so incorporated shall not be binding on either
party.
5. COMPENSATION
A. The City shall reimburse the Consultant for actual costs (including labor costs,
employee benefits, overhead, profit, other direct and indirect costs) incurred by the
Consultant in performance of the work, in an amount not to exceed$ 25, 000.00. Actual
EXHIBIT "A"
rr
Agreement for Professional Services—GFB-Friedrich &Assoc., Inc. AD 1026 Page 2
costs shall not exceed the estimated wage rates and other costs as set forth in the
proposal.
B. Said compensation shall not be altered unless there is significant alteration in the scope,
complexity or character of the work to be performed. Any adjustment of the total cost of
services will only be permitted when the Consultant establishes and City has agreed, in
writing,that there has been, or is to be, a significant change.
C. Consultant is required to comply with all Federal, State and local laws and ordinances
applicable to the work.
6. PAYMENT BY CITY
The billings for all services rendered pursuant to this Agreement shall be submitted monthly
by Consultant to City and shall be paid by City within thirty(30)days after receipt of same,
excepting any amounts disputed by City. All tasks as specified in proposal shall be
completed prior to final payment.
7. SUPERVISION AND ACCEPTANCE OF SERVICES
The Director of Development Services of the City, or his designee, shall have the right of
general supervision over all work performed by Consultant and shall be City's agent with
respect to obtaining Consultant's compliance hereunder. No payment for any services
rendered under this Agreement shall be made without prior approval of the Director of
Development Services or his designee.
8. COMPLIANCE WITH CIVIL RIGHTS LAWS AND AMERICANS WITH
DISABILITIES ACT
Consultant hereby certifies that it will not discriminate against any employee or applicant
for employment because of race, color, religion, sex, marital status, national origin or
disability. Consultant shall promote affirmative action in its hiring practices and employee
policies for minorities and other designated classes in accordance with Federal, State and
local laws. Such action shall include,but not be limited to, the following: Recruitment and
recruitment advertising, employment,upgrading, and promotion. In addition, Consultant
shall not exclude from participation under this Agreement any employee or applicant for
employment on the basis of age, handicap, disability, or religion in compliance with State
and Federal laws.
9. TERMINATION OF AGREEMENT
A. This agreement may be terminated by either party upon thirty (30) days written notice in
the event of substantial failure of the other party to perform in accordance with the
terms of this Agreement. Each party shall have twenty (20) days following date of such
notice within which to correct the substantial failure giving rise to such notice.
Agreement for Professional Services—GFB-Friedrich &Assoc., Inc. AD 1026 Page 3
Consultant hereby covenants and agrees that upon termination of this Agreement for any
reason, Consultant will preserve and make immediately available to City, or its
designated representatives, maps, notes, correspondence, or records related to work paid
for by the City and required for its timely completion, and to fully cooperate with City
so that the work to be accomplished may continue. Any subsequent use of such
incomplete documents shall be at the sole risk of the City and City agrees to hold
harmless and indemnify Consultant from any claim, losses, costs, including Attorney's
fees, and liability arising out of such use.
B. This agreement may be terminated for the convenience of the City upon thirty (30) days
written notice to Consultant. Upon such notice, Consultant shall provide work product
to City and City shall compensate Consultant in the manner set forth above.
C. Following the effective date of termination of this Agreement pursuant to this Section,
the Agreement shall continue until all obligations arising from such termination are
satisfied.
10. CONTINGENCIES
In the event that, due to causes beyond the control of and without the fault or negligence of
Consultant, Consultant fails to meet any of its obligations under this Agreement, and such
failure shall not constitute a default in performance, the City may grant to Consultant such
extensions of time and make other arrangements or additions, excepting any increase in
payment, as may be reasonable under the circumstances. Increases in payment shall be
made only under the "changes" provision of this Agreement.
11. INDEPENDENT CONTRACTOR
Consultant shall act as an independent contractor in the performance of the services provided
for under this Agreement. Consultant shall furnish such services in its own manner and in
no respect shall it be considered an agent or employee of City.
12. ASSIGNMENT OR SUBCONTRACTING
Neither this Agreement, nor any portion thereof, may be assigned by Consultant without the
written consent of City. Any attempt by Consultant to assign or subcontract any
performance of this Agreement without the written consent of the City shall be null and
void and shall constitute a breach of this agreement. All subcontracts exceeding $10,000
shall contain all provisions of this Agreement.
13. NOTICES
All official notices relative to this Agreement shall be in writing and addressed to the
following representatives of Consultant and City:
Agreement for Professional Services—GFB-Friedrich &Assoc., Inc. AD 1026 Page 4
CONSULTANT: CITY:
John A. Friedrich Michael E. Hays
GFB-Friedrich& Assoc., Inc. Director of Development Services
6529 Riverside Avenue, Suite 230 300 North "D" Street
Riverside, CA 92506 San Bernardino, CA 92418
14. RESPONSIBILITIES OF PARTIES
A. Upon completion of all work under this Agreement, Consultant will transfer ownership
and title of all programs, reports, documents, Plans and Specifications to the CITY.
15. HOLD HARMLESS CLAUSE
A. Consultant hereby agrees to hold City, its elective and appointive boards, officers, and
employees,harmless from any liability for damage or claims for damage for personal
injury including death, as well as from claims for property damage,which may arise
from Consultant's negligent acts, errors or omissions under this Agreement.
B. Consultant shall indemnify, defend and hold free and harmless the City, its officers and
its employees from all claims, damages, costs, expenses, and liability, including,but not
limited to attorney's fees imposed upon them for any alleged infringement of patent
rights or copyrights of any person or persons in consequence of the use by City, its
officers, employees, agents and other duly authorized representatives, of programs or
processes supplied to City by Consultant under this Agreement.
16. INDEMNITY
Consultant shall indemnify, defend and hold harmless City from and against any and all
claims, demands, suits, actions, proceedings,judgments, losses, damages, injuries,
penalties, costs, expenses (including attorneys' fees) and liabilities of, by, or with respect to
third parties, which arise solely from Consultant's negligent performance of services under
this Agreement. Consultant shall not be responsible for, and City shall indemnify, defend
and hold harmless Consultant from and against, any and all claims, demands, suits, actions,
proceedings,judgments, losses, damages, injuries, penalties, costs, expenses (including
attorneys' fees) and liabilities of, by or with respect to third parties, which arise solely from
the City's negligence. With respect to any and all claims, demands, suits, actions,
proceedings,judgments, losses, damages, injuries, penalties, costs, expenses (including
attorneys' fees) and liabilities of, by or with respect to third parties,which arise from the
joint or concurrent negligence of Consultant and City, each party shall assume
responsibility in proportion to the degree of its respective fault.
Agreement for Professional Services—GFB-Friedrich &Assoc., Inc. AD 1026 Page 5
17. LIABILITYANSURANCE
A. Consultant's liability to the City for injury or damage to persons or property arising out
of work performed by the City and for which legal liability may be found to rest upon
Consultant other than for professional errors and omissions, shall be a minimum of
$1,000,000. For any damage on account of any error, omission or other professional
negligence, Consultant's liability, will be limited to a sum not be exceed $50,000 or
Consultant's fee, whichever is greater.
B. The City will require the Consultant to provide Worker's Compensation and
Comprehensive General Insurance, with coverage sufficient to insure the
Consultant's indemnity, as above required; and, such insurance will include the City,
the Consultant,their consultants, and each of their officers, agents and employees as
additional insured with exception to additional insured under Worker's Compensation.
C. Consultant shall provide evidence of insurance.
18. ATTORNEY'S FEES
The prevailing parry in any legal action to enforce or interpret any provisions of this
Agreement will be entitled to recover from the losing party all attorneys' fees, court costs,
and necessary disbursements in connection with that action. The costs, salary, and expenses
of the City Attorney, and members of his office, in connection with that action shall be
considered as attorneys' fees for the purpose of this agreement.
19. VALIDITY
Should any provision herein be found or deemed to be invalid, this Agreement shall be
construed as not containing such provision, and all other provisions which are otherwise
lawful shall remain in full force and effect, and to this end, the provisions of this Agreement
are declared to be severable.
20. ENTIRE AGREEMENT
This Agreement represents the entire and integrated understanding between the parties
hereto and supersedes all prior and contemporaneous negotiations,representations,
understandings and agreements, whether written or oral, with respect to the subject matter
thereof. This Agreement may be amended only by written instrument signed by both
parties.
Agreement for Professional Services—GFB-Friedrich &Assoc., Inc. AD 1026 Page 6
IN WITNESS WHEREOF,the CITY has caused this Agreement to be properly
executed and the CONSULTANT has caused this Agreement to be properly executed by on
of its officers, as of the date hereinabove set forth.
CONSULTANT: CITY OF SAN BERNARDINO,
a municipal corporation
GFB-Friedrich&Assoc., Inc.
By: By:
JUDITH VALLES,Mayor
ATTEST:
City Clerk
Approved as to form and
legal content:
JAMES F. PENMAN,
City Attorney
By:
.�
Mat
GF&FRIEDRICH
& ASSOC., INC.
CONSULTING CIVIL ENGINEERS
March 9, 2000
Mr. Les Fogassy
Real Property Official
City of San Bernardino
300 North "D" Street, 3rd Floor
San Bernardino, CA 92418
Subject: Updated Proposal to Provide Formation Services for Assessment District No. 1026.
Dear Mr. Fogassy:
In response to your request, GFB-Friedrich & Assoc., Inc. is pleased to submit the following
updated proposal to provide services relative to the formation of Assessment District
No. 1026. It is our understanding that this acquisition assessment district is currently
comprised of 102 single-family residential lots; 46 in Tract No. 10260, and 56 in Tract No.
14112. It is anticipated that all of these lots will be developed by Century Homes.
This assessment district will now be a 1913 Act procedure with 1915 Act bonds formed for the
primary purpose of financing off-site improvements instead of water and sewer fees. Such off-
site improvements include rough grading, and installation of curb, gutter, sidewalk, sewer,
drainage, perimeter block walls and landscaping. The City is currently in the process of
obtaining petitions from the current landowners and does not expect to need a 1931 Act
procedure. However, if any of the land changes ownership and it is not possible to obtain new
petitions, the 1931 Act will become necessary.
GFB-Friedrich intends to provide a complete range of assessment engineering services except
for those services that the City has traditionally provided in past projects (e.g., recordation
services). The request for an updated proposal includes a preliminary estimate of costs and
expenses for both tracts which will be the basis for spreading assessments. Following is the
Scope of Work including a detailed list of tasks required to assist the City in forming this
assessment district.
SCOPE OF WORK
The following Scope of Work is required to complete the formation of Assessment District
No. 1026.
1. In conjunction with City staff, set the assessment district boundary.
2. Obtain and utilize San Bernardino County Assessor property owner information to create a
property owner data base that will be used for required mailings and assessment spreads.
EXHIBIT "A"
sanbem�sb1026rv.pro
6529 RIVERSIDE AVENUE • SUITE 230 • RIVERSIDE, CALIFORNIA 92506
(909) 781-0811 • FAX (909) 781-8435
Mr. Les Fogassy
March 9, 2000
Page 2
3. Assist bond attorney and City staff in establishing a project schedule.
4. Prepare Boundary Map of assessment district.
5. Determine assessment formula in conjunction with City staff.
6. Prepare Preliminary Engineer's Report which will include the following:
1931 Act information and tables (if necessary),
Plans and specifications (by reference),
Description of works of improvement,
Preliminary estimate of construction costs and/or fees, as well as incidental costs,
Assessment diagram,
Method of assessment spread,
Assessment roll with preliminary assessments, and
Right-of-Way Certificate (executed by Superintendent of Streets)
The requirements of Proposition 218 will be addressed in the Engineer's Report.
7. Review and adjust existing cost and fee estimates as required.
8. File twelve bound copies and one unbound copy of the Preliminary Engineer's Report
with the City Clerk.
9. Attend City Council meeting at which Resolution of Intention is adopted, Preliminary
Engineer's Report is approved, and Public Hearing date and time is set. Make presentation
and answer questions as necessary.
10. Prepare boundary map and deliver to City Clerk's office for recordation at San Bernardino
County Recorder's Office.
11. Print and mail the notice of public hearing (prepared by bond counsel), which includes
preliminary assessment amount, the time and place for the Public Hearing, and an
assessment ballot, to each assessed property owner of record, as required by 1913 Act and
Prop 218 procedures. This mailing must take place at least 45 days prior to the Public
Hearing.
12. Prepare Amended Engineer's Report in which the confirmed assessment spread is based
on final approved estimate of fees to be financed, including incidental costs and financing
costs.
sanbem\sb1026rv.pro
Mr. Les Fogassy
March 9, 2000
Page 3
13. File twelve bound copies and one unbound copy of the Amended Engineer's Report with
the City Clerk.
14. Attend City staff and property owner information meeting to discuss confirmed
assessments, if required.
15. Attend City Council meeting at which Public Hearing is conducted and make presentation
as required.
16. Make revisions to Engineer's Report as ordered by the City Council.
17. File Confirmed Engineer's Report with the Superintendent of Streets.
18. Print and mail the confirmed assessment amount and Notice of Assessment (prepared by
bond counsel) to each assessed property owner of record within the assessment district.
19. Prepare Assessment Diagram, Notice of Assessment, list of assessed property owner
names, and deliver to City Clerk's office for recordation at San Bernardino County
Recorder's Office.
20. Submit property owner's list, map, preliminary cost spreading and other pertinent data to
the City in a report format upon completion of the project.
21. Review Preliminary and Final Official Statements.
22. Audit developer's construction accounts to determine justified costs. This may take place
over a period of time as lots are developed..
23. Staff meetings, project administration, and coordination with City staff, property owners,
bond counsel, financial advisor (if any), bond underwriter, appraiser, and other project
consultants (assume 3 staff meetings in addition to the meetings described above).
Exclusions
The following items of work are not included within the above Scope of Services:
1. Right-of-way services.
2. Post-public hearing services (except as noted) including debt service (amortization)
schedules and placement of assessments on tax roll.
sanbemisblMrv.pro
Mr. Les Fogassy
March 9, 2000
Page 4
3. Property valuation and tax delinquency information.
4. Advertising of notices in newspaper.
5. Preparation of improvement plans, specifications and bid documents.
Services, Information and/or Fees to be Provided by Others
In preparing the above Scope of Work, we have assumed that the following services,
information and/or fees will be supplied by the City or other consultants.
1. Fee estimates and any construction cost estimates.
2. Up-to-date maps, records, plans, etc. that pertain to this project.
3. Postage, public agency letterhead, envelopes for property owner mailings.
4. Right-of-entry onto private property, as required.
5. Other consultants (including property appraiser) whose services are required to complete
the assessment district formation.
6. Recordation of maps and Notice of Assessment at San Bernardino Recorder's Office.
PROJECT SCHEDULE
No project schedule has been given, but GFB-Friedrich is ready to meet any reasonable
schedule that may be set. We deal with strict public finance district schedules constantly.
KEY PERSONNEL
Our proposed staff and their responsibilities are presented below. The same assessment
engineer who previously provided services to the City of San Bernardino for the formation of
Assessment District Nos. 977A, 977B, 987, 994, 1003 and 1015 will be available for this
project.
The Project Manager and Assessment Engineer will be Mr. John Friedrich, P.E., President
and General Manager of GFB-Friedrich. He will be responsible for the overall quality of the
work products and for meeting the project schedule. More specifically, he will prepare the
Engineer's Report, make presentations before the City Council, City staff, and property owner
groups, and will be the primary contact with the City.
sanbemisb1026rv.pro
Mr. Les Fogassy
March 9, 2000
Page 5
Assisting Mr. Friedrich will be Mr. George Wells, CET. He will be responsible for preparing
the boundary map and assessment diagram, for field research and for in-house coordination.
Mr. Wells has been involved in all of GFB-Friedrich's recent public finance projects since he
joined the firm in June of 1997.
Other engineers, designers, drafters and clerical staff will be utilized as necessary to complete
the project. Resumes for John Friedrich and George Wells are attached for your review.
PROJECT FEE
We propose that the updated compensation for providing the labor tasks in the Scope of
Services, excluding the 1931 Act procedure, be based on time and materials not to exceed
twenty-four thousand two hundred fifty dollars ($24,250.00), utilizing GFB-Friedrich's
"Schedule of Hourly Rates" dated August 1, 1999, and attached hereto as Exhibit "A." The
updated fee increase is due primarily to the additional work to prepare construction item
estimates instead of water and sewer fee estimates, and to the additional time to be spent with
the developer to audit the construction contracts and change orders. We propose to invoice the
City monthly for work completed during the previous month. Out-of-pocket expenses such as
printing, binding, blueprinting, County fees, photo duplication, courier service, etc. shall be
invoiced at our vendor cost. Sub-consultants costs, if any, shall be invoiced at our cost plus ten
percent (10%). Our out-of-pocket expenses are estimated to be seven hundred fifty dollars
($750.00). Therefore, our total proposed fee compensation, excluding the 1931 Act
procedure, is twenty-five thousand dollars ($25,000.00).
Adding the 1931 Act procedure as a concurrent procedure with the 1913 Act will require an
additional labor fee of two thousand dollars ($2,000.00) plus additional out-of-pocket costs of
two hundred dollars ($200.00) for a total additional fee of two thousand two hundred dollars
$2,200.00), assuming that property and improvement values will be taken from the current San
Bernardino County Assessor's property information base. If sufficient time passes to cause an
upgrade to the original Assessor's information, such an upgrade will be additional to the Scope
of Work.
Additional services outside of the Scope of Work shall be invoiced on a time and materials
basis per Exhibit "A." Said additional services shall not commence without prior authorization
by the City.
If the City desires a change in the Scope of Work or in the method of invoicing the project, we
will be pleased to discuss such changes.
sanbem\sb1026rv.pro
Mr. Les Fogassy
March 9, 2000
Page 6
CLOSURE
We appreciate your consideration of our firm. Our staff is sincerely interested in assisting the
City of San Bernardino in forming this assessment district. If this updated proposal meets with
your approval, we will be pleased to enter into a formal agreement to execute the work
utilizing the City's Agreement for Professional Services. We are willing to convert the above
Scope of Work into an exhibit for said agreement.
We want to do this work for you and renew our relationship with the City of San Bernardino.
Sincerely, -
GFB-FRIEDRICH & ASSOC., INC.
John A. Friedrich, P.E.
President
attachments: Resumes
Related Experience
Exhibit "A" - Schedule of Hourly Rates
JAF
sanbem1sb1026rv.pro
August 1, 1999
Exhibit "A"
GFB-FRIEDRICH & ASSOC., INC.
SCHEDULE OF HOURLY RATES
CLASSIFICATION RATE
1. Principal - $ 105.00 per hour
2. Registered Engineer $ 90.00 per hour
3. Project Manager $ 84.00 per hour
4. Designer/CAD - $ 76.00 per hour
5. CAD Drafter $ 66.00 per hour
5a. Special Districts Analyst $ 66.00 per hour
5b. Field Inspector $ 60.00 per hour
6. 2-Man Survey Party $ 155.00 per hour
7. 3-Man Survey Party $ 198.00 per hour
8. Survey Computer $ 76.00 per hour
9. Clerical $ 40.00 per hour
Subconsultants Subconsultant
Fee plus 10%
Blueprints, Reproduction
& Courier Service Vendor Costs
Job Travel $ 0.36 per mile
Delivery $ 30.00 per hour
plus mileage
NOTE: Normal overtime will be invoiced at 1.50 times standard hourly rate.
Overtime on Sundays and holidays will be invoiced at 2.00 times standard
hourly rate. This Schedule of Hourly Rates is in effect through July 31,
2000 and shall be subject to annual revision based on changes in the cost of
living.
rates99.jaf SCHEDULE OF HOURLY RATES
March 9,2000 PAGE A-1
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: MICHAEL E. HAYS, Director Subject: Resolutions Authorizing the
Execution of Agreements for Bond
Dept: Development Services Counsel and Investment Banker-
Assessment District No. 1026, Tract.
Date: December 13, 1999 Nos. 11261, 13822 and 10260
File No.14.40-118
Synopsis of Previous Council Action: MCC Date: 12-20-1999
10-18-99 ---Authorized to proceed with the formation of an Assessment District pursuant to
the Municipal Improvement Act of 1913 for water and sewer fees relative to the development
of Tract Nos. 11261, 13822 and 10260 was granted.
Recommended Motion:
ADOPT RESOLUTIONS (2)
r4. '0471�0
Michael E.Ulays
Contact person: LASZLO "Les" FOGASSY Phone: 5026
Supporting data attached: Staff Report, Maps, Ward: 4, 6
Resolutions
FUNDING REQUIREMENTS: Amount: $28,335 (Consultant fees to be paid for from
deposit by petitioner& Bond proceeds)
Source: (Acct. No.) N/A
(Acct. Description) N/A
Finance• �,-�-
Council Notes:
Agenda Item No. 17
��I�199
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
Staff Report
SUBJECT:
Resolutions Authorizing the Execution of Agreements for Bond Counsel and Investment Banker
—Assessment District No. 1026, Tract.Nos. 11261, 13822 and 10260.
BACKGROUND:
On September 13, 1999, this office received a request from the Developer of portions of Tract
No. 11261, all of Tract No. 13822 and all of Tract No. 10260, for the formation of an
Assessment District pursuant to the provisions of the Municipal Improvement Act of 1913. The
purpose of the Assessment District is to finance the water and sewer fees relative to the
development of these tracts and thus assist the developer in the development of these tracts. The
total amount to be assessed, including formation costs, as proposed by the developer, is $1.27
million, and will be spread over a period of 20 years at 6% interest. The homebuyer would still
pay these costs without the formation of the assessment district, as part of the total purchase
price. On October 18, 1999,this office was authorized to proceed with the formation of the
Assessment District.
Tract No. 11261 is located on the south side of Nineteenth Street, east of California Street.
There are 24 undeveloped lots remaining within this tract and only those lots within this tract
will be included in the district. Tract No. 13822 is located north of 16th Street, east of California
Street and consists of 38 undeveloped lots. Tract No. 10260 is located north of Hill Drive, west
of Mayfield Avenue and consists of 46 lots. As proposed, one district will be established that will
encompass all three tracts, with each tract being a separate zone. The formation of this district
will require the retention of bond counsel to oversee the formation of the district, and the
retention of an investment banker, for the marketing and sale of bonds. A Request for Proposal
was mailed out for Investment Banker and 5 firms responded. Although Miller& Schroeder did
not have the lowest rate, we are recommending them due to previous experience with the City.
A summary of the responses is as shown below. The discount rate is the percentage of the total
bond issue that will be paid to the firm as compensation for services.
Firm Name Proposed Discount Rate
Seidler-Fitzgerald 1.00%
Miller& Schroeder 1.05%
US Bancorp 1.875%
Kinsel,Newcomb & De Dios 2.00%
Stone & Youngberg 3.119%
Based on the proposed Bond issue of$1.27 million, this fee would be $13,335 if the firm of
Miller& Schroeder is selected. This fee will be paid from Bond proceeds. In the event that the
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
Staff Report- continued
district is not formed and no bonds are sold, no fees are paid to the Investment Banker.
When the Bonds are sold, they are purchased by the underwriter based on their marketability at
the time of issuance. A significant element of that marketability is the interest rate structure
determined by the underwriter. The purchase offer may include any premium or discount the
underwriter deems necessary to sell the bonds. The City may choose not to accept the Investment
Banker's Offer and choose to offer the Bonds for sale to others. Evaluation of the interest
structure and Investment Banker's purchase offer is generally done by a financial consultant
based on knowledge of the bonds and markets conditions at the time of issurance.
We are also recommending the firm of Sabo & Green for Bond Counsel. This firm has had
extensive experience with the City, as well as the Economic Development Agency. Consultant
fees for Bond Counsel are estimated to be $15,000 and will be paid for from the deposit by the
developer. The attached Resolutions authorize the execution of Agreements with Miller&
Schroeder for Investment Banking Services, and Sabo & Green for Bond Counsel.
FINANCIAL IMPACT:
$13,335 for Investment Banker to be paid from Bond proceeds and$15,000 for Bond Counsel to
be paid from developers deposit.
RECOMMENDATION:
Staff recommends adoption of the attached resolutions.
7;
TRACT NO. 10260
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VICINITY MAP
CITY OF SAN BERNARDINO PROPOSED 1913 ACT ASSESSMENT DISTRICT FOR
DEVELOPMENT SERVICES DEPARTMENT WATER AND SEWER FEES—PTNS OF TRACT NO.
REAL PROPERTY SECTION 11261, TRACT NO. 13822 AND TRACT NO. 10260
® indicates un—incorporoted areas
within City's Sphere of Influence
Created by: L. Date: 09/30/1999
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(unimproved)
'T'r,cmas Guide San Bernardino Cc:.. ty. 1997 Ec-.c••
III C•fr or Sin&—,6" 1v
ECH—CU C DEVELOPuEsrACENCY
Tract No. 10260, M.B. 224/9-12
Proposed Assessment District Boundary
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CITY OF SAN BERNARDINO
Inter-Office Memorandum
TO: FRED WILSON,
City Administrator
FROM: MICHAEL E. HAYS, Director LAA
Development Services
SUBJECT: Proposed 1913/15 Act Assessment District No. 1026
DATE: December 16, 1999
COPIES: File No. 14.40-GEN ; Reading
On October 18, 1999, the Mayor and Council authorized this department to proceed with the formation
of a 1913/15 Act Assessment District for Tract Nos. 11261, 13822 and 10260. In light of recent
problems with Assessment District 995 (Verdemont Mello-Roos), there have been some concerns about
the formation of this district.
Historically, 1913/15 Act Assessment Districts are generally more stable and favorable than Mello-Roos
districts. Unlike AD 995, these assessments will be fixed over the life of the district. (As you recall, AD
995 had provisions for an alternate formula which almost doubled the assessments one year). In the
event any delinquencies occur,they will be handled on a per parcel basis, and not district wide, as AD
995 was.
As with any assessment district, there is always a risk factor involved. However, our experience with
1913/15 Act districts has been favorable. Presently,there are 5 1913/15 Act active districts throughout
the City, and none of these have posed any major delinquency problems. As an additional safeguard, we
will propose to pay the fees as they become due and payable, rather than in one lump sum amount .
There are also requirements that the property values meet at least a 3:1 lien ratio. An appraisal has not
been done yet, but will be accomplished as part of the proceedings. As part of the proceedings, a detailed
Engineer's Report will be prepared and submitted to the Mayor and Council for review. This report will
contain details such a property values, method of assessment and the actual assessments proposed on a
per parcel level. All formation costs will be paid for by the developer. In the event that the formation of
the district is terminated,there will be no cost to the City.
As required by law, all prospective homebuyers will be given a disclosure relative to the assessment
district prior to the close of escrow. A homeowner may also pay off the assessments early, a provision
that was not available for AD 995.
I hope this clears up some of the concerns about the formation of this district. If you need additional
information, please contact this office at extension 5026.
MICHAEL,E. HAYS,
Director roof De elo nt Services
�LASZLO "Les" FOGASSY '
Real Property Official �/Z ��
Public Works Division
I RESOLUTION NO.
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND
3 DIRECTING THE EXECUTION OF AN AGREEMENT WITH THE FIRM OF MILLER
& SCHROEDER FINANCIAL, INC., FOR INVESTMENT BANKING SERVICES
4 RELATIVE TO THE FORMATION ASSESSMENT DISTRICT NO. 1026 FOR TRACT
5 NO. 13822,PORTIONS OF TRACT NO. 11261 AND TRACT NO. 10260.
6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
7
8 SECTION 1. That the Mayor of the City of San Bernardino is hereby authorized
9 and directed to execute on behalf of said City, an Agreement for Investment Banking
10 Services with the firm of Miller & Schroeder Financial, Inc., relative to Assessment
11 District No. 1026 for Tract No. 13822, portions of Tract No. 11261 and Tract No. 10260,
12
a copy of which is attached hereto as Exhibit "A" and made a part hereof.
13
14 SECTION 2. This Resolution is rescinded if parties to said Agreement fail to execute it within
15 sixty (60) days of the passage of this resolution.
16
17
18
19
20
21
22
23
24
25
26
27
28
12/09/99
RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR INVESTMENT
1 BANKING SERVICES WITH THE FIRM OF MILLER AND SCHROEDER RELATIVE TO
ASSESSMENT DISTRICT NO. 1026.
2
3 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
4 Common Council of the City of San Bernardino at a meeting thereof
5
6 held on the day of , 19 , by the following vote,
7 to-wit:
8 Council Members: AYES NAYS ABSTAIN ABSENT
9 ESTRADA
10 LIEN
11
MCGINNIS
12
13 SC14NETZ
14 SUAREZ
15 ANDERSON
16 MILLER
17
18
19 City Clerk
20 The foregoing resolution is hereby approved this day of 519
21
22 JUDITH VALLES, Mayor
23 City of San Bernardino
24 Approved as to form
25 and legal content:
26 JAMES F. PENMAN,
City ttorney
27
28 By. -
'12/ /99 2
AGREEMENT FOR INVESTMENT BANKING SERVICES
THIS AGREEMENT is made and entered into this day of ,
, by and between the CITY OF SAN BERNARDINO, a municipal corporation,
hereinafter called"CITY" and the firm of Miller& Schroeder Financial, Inc. hereinafter called
"INVESTMENT BANKER"
WITNESSETH
WHEREAS, CITY proposes to initiate proceedings for Assessment District No. 1026,
(ZONE 1: Tract No. 13822 - California& 16th Streets; ZONE 2, - PORTIONS OF TRACT
NO. 11261 - Pennsylvania and 19th Streets; ZONE 3: TRACT NO. 10260—Acacia Avenue &
591h Street) (the "PROJECT") and the issuance of 1915 Act Limited Obligation Improvement
Bonds; and
WHEREAS, the CITY requires assistance in the development of a sound, equitable and
practical financing plan to implement the PROJECT by taking into consideration sources of
capital funds and cash flow requirements, annual costs,the allocation of these costs, statutory
requirements and restrictions and alternate methods, if applicable; and
WHEREAS,the CITY requires the services of a municipal investment banker
experienced in the financial consulting for and underwriting the obligations of cities to assist in
such financial planning and to purchase the City's obligations at negotiated sale, and to
coordinate the sale and distribution of the City's obligation; and
WHEREAS, the CITY has determined that the INVESTMENT BANKER is qualified by
training and experience to perform said services.
NOW, THEREFORE, it is mutually agreed, as follows:
EXHBIT "A"
Agreement for Investment Banking Services—Assessment District No. 1026
The CITY hereby employs the INVESTMENT BANKER and the INVESTMENT
BANKER hereby accepts such employment to perform the services, upon the terms, subject to
the conditions, and in consideration of payments as hereinafter set forth:
1. Services to be performed by the INVESTMENT BANKER:
A. Structuring the Financing:
1. INVESTMENT BANKER will work with the CITY in developing the scope of
the financial feasibility and assessing the marketability of the PROJECT.
2. INVESTMENT BANKER will work with the CITY'S bond counsel
recommending specific terms and conditions affecting the basic security of the
Bonds.
3. INVESTMENT BANKER will prepare the text of an Official Statement for the
sale of the securities. The Official Statement will include a description of the
Bonds and their security, and pertinent financial and economic data. In
preparation of the Official Statement, INVESTMENT BANKER will exercise due
diligence in the ascertainment of all material facts and circumstances regarding
the project and their disclosure in the prospectus.
4. INVESTMENT BANKER will be present at any necessary information meeting
or meetings.
5. If the CITY so requests, INVESTMENT BANKER will assist in arranging the
selection of a paying agent.
B. Marketing the Bonds:
1. The INVESTMENT BANKER will use its best efforts to accomplish the formal
marketing at the earliest date possible consistent with sound investment banking
and underwriting principals. INVESTMENT BANKER agrees to use its best
efforts in establishing the interest rate or rates and discounts on the bonds. It is
intended that, once purchased by the INVESTMENT BANKER, the Bonds will
be re-offered to the public on the basis of an immediate "bona fide public
offering". The INVESTMENT BANKER may form a group of investment
banking firms for the purpose of underwriting and selling the Bonds.
INVESTMENT BANKER'S earnings from such sale shall be its sole
compensation under this Agreement except as otherwise specifically set forth
herein.
2
Agreement for Investment Banking Services—Assessment District No. 1026
2. The INVESTMENT BANKER will submit an offer to the CITY to purchase the
Bonds subject to per tinent resolutions the Official Statement and all other
J
necessary docume nts a pp rovals and proceedings governing such Bonds having
been determined by bond counsel,the CITY and the underwriter to be
satisfactory in all respects for financing purposes. If after negotiations with the
INVESTMENT BANKER, in good faith, the CITY and the INVESTMENT
BANKER fail to agree on terms of the sale of Bonds, the CITY may terminate
this Agreement then offer the Bonds for sale to others.
II. General Provisions Relating to the CITY and the INVESTMENT BANKER:
A. The City agrees to cooperate with the INVESTMENT BANKER by making available
copies of economic and financial reports, agreements, contracts, resolutions and other
relevant documents pertaining to the PROJECT the CITY or the Bonds as
p g , ,
reasonably may be required from time to time for prompt and efficient performance
by INVESTMENT BANKER of its obligations hereunder.
B. INVESTMENT BANKER shall pay its own out-of-pocket and other expenses,the
cost of preparation of the Official Statement, Underwriter's Counsel, Blue Sky and
Investment Memoranda used by the INVESTMENT BANKER and all advertising
expenses in connection with the public offering of the Bonds.
C. The CITY shall pay from the proceeds of the Bonds or other funds of the CITY all
costs and expenses customarily paid therefrom, including the costs of printing the
Bonds,the Official Statement and other documents and fees and expenses of its legal
counsel, bond counsel, consultants, accountants and of any experts retained by the
City in connection with the financing.
D. The City shall pay the INVESTMENT BANKER, from the proceeds of the Bonds,
underwriting fees not to exceed 1.05% of the total Bond issue, or as otherwise
negotiated between INVESTMENT BANKER and the CITY.
E. It is expressly understood and agreed and the CITY hereby recognizes that in
performing its activities pursuant to a negotiated sale the INVESTMENT BANKER
is acting solely on its own behalf and plans to submit to the City a proposal to
purchase the Bonds for resale.Nothing herein shall be construed to make the
INVESTMENT BANKER an employee or agent of the CITY, the INVESTMENT
BANKER shall be at all times, an independent contractor.
F. The term of this Agreement shall extend to the date of sale of Bonds as contemplated
herein, as determined by the date upon which the formal Bond Purchase Contract is
executed by the CITY and the INVESTMENT BANKER or the term of this
Agreement shall be two (2) years from the date hereof, whichever is longer. The
Agreement may be cancelled without cause by either party giving the other party
thirty (30) days written notice of such cancellation. Said notice shall be sent to the
3
Agreement for Investment Banking Services—Assessment District No. 1026
party by certified mail at the following address:
CITY OF SAN BERNARDINO INVESTMENT BANKER
Michael E. Hays, Director Miller and Schroeder Financial, Inc.
Development Services 505 Lomas San Fe Drive, Suite 100
300 North"D" Street Solana Beach, CA 92075
San Bernardino, CA 92418
G. The CITY may terminate this Agreement if, after negotiations in good faith, the
CITY and the INVESTMENT BANKER fail to agree on mutually acceptable terms
of the sale of the Bonds. Upon termination of this Agreement, the City shall be under
no further obligation to the INVESTMENT BANKER hereunder except that the City
is obligated to pay the Underwriter any expenses incurred on behalf of the CITY
pursuant to Paragraph 11 C of this Agreement should the City not sell the Bonds to the
INVESTMENT BANKER pursuant to Section 1 B of this Agreement.
THIS AGREEMENT shall not be amended except upon the express written agreement of
the parties hereto to such amendment.
THIS AGREEMENT and any documents or instruments attached hereto or referred to
herein integrate all terms and conditions mentioned herein or incidental hereto, and supersede all
negotiations and prior writing in respect to the subject matter hereof.
In the event of a conflict between the terms, conditions or provisions of this Agreement,
and such document or instrument, the terms and conditions of this Agreement shall prevail.
4
Agreement for Investment Banking Services—Assessment District No. 1026
IN WITNESS WHEREOF,the CITY has caused this Agreement to be properly executed
and the INVESTMENT BANKER has caused this Agreement to be properly executed by one of
its officers, as of the date hereinabove set forth.
INVESTMENT BANKER: CITY OF SAN BERNARDINO
a municipal corporation,
Miller& Schroeder Financial, Inc.
By: By:
JUDITH VALLES, Mayor
ATTEST:
City Clerk
Approved as to form
and legal content:
JAMES F. PENMAN,
City Attorney
By:
5
AGREEMENT FOR INVESTMENT BANK 3 OfV#P!f
THIS AGREEMENT is made and entered into this
, by and between the CITY OF SAN BERNARDI]
hereinafter called "CITY" and the firm of Miller& Schroeder Financial, Inc. hereinafter called
"INVESTMENT BANKER"
WITNESSETH
WHEREAS, CITY proposes to initiate proceedings for Assessment District No. 1026,
(ZONE 1: Tract No. 13822 - California& 16`" Streets; ZONE 2, - PORTIONS OF TRACT
NO. 1'1261 - Pennsylvania and 19`" Streets; ZONE 3: TRACT NO. 10260—Acacia Avenue &
59`" Street) (the "PROJECT") and the issuance of 1915 Act Limited Obligation Improvement
Bonds; and
WHEREAS, the CITY requires assistance in the development of a sound, equitable and
practical financing plan to implement the PROJECT by taking into consideration sources of
capital funds and cash flow requirements, annual costs, the allocation of these costs, statutory
requirements and restrictions and alternate methods, if applicable; and
WHEREAS, the CITY requires the services of a municipal investment banker
experienced in the financial consulting for and underwriting the obligations of cities to assist in
such financial planning and to purchase the City's obligations at negotiated sale, and to
coordinate the sale and distribution of the City's obligation; and
WHEREAS, the CITY has determined that the INVESTMENT BANKER is qualified by
training and experience to perform said services.
NOW, THEREFORE, it is mutually agreed, as follows:
Agreement for Investment Banking Services—Assessment District No. 1026
The CITY hereby employs the INVESTMENT BANKER and the INVESTMENT
BANKER hereby accepts such employment to perform the services, upon the terms, subject to
the conditions, and in consideration of payments as hereinafter set forth:
I. Services to be performed by the INVESTMENT BANKER:
A. Structuring the Financing:
1. INVESTMENT BANKER will work with the CITY in developing the scope of
the financial feasibility and assessing the marketability of the PROJECT.
2. INVESTMENT BANKER will work with the CITY'S bond counsel
recommending specific terms and conditions affecting the basic security of the
Bonds.
3. INVESTMENT BANKER will prepare the text of an Official Statement for the
sale of the securities. The Official Statement will include a description of the
Bonds and their security, and pertinent financial and economic data. In
preparation of the Official Statement, INVESTMENT BANKER will exercise due
diligence in the ascertainment of all material facts and circumstances regarding
the project and their disclosure in the prospectus.
4. INVESTMENT BANKER will be present at any necessary information meeting
or meetings.
5. If the CITY so requests, INVESTMENT BANKER will assist in arranging the
selection of a paying agent.
B. Marketing the Bonds:
1. The INVESTMENT BANKER will use its best efforts to accomplish the formal
marketing at the earliest date possible consistent with sound investment banking
and underwriting principals. INVESTMENT BANKER agrees to use its best
efforts in establishing the interest rate or rates and discounts on the bonds. It is
intended that, once purchased by the INVESTMENT BANKER,the Bonds will
be re-offered to the public on the basis of an immediate "bona fide public
offering". The INVESTMENT BANKER may form a group of investment
banking firms for the purpose of underwriting and selling the Bonds.
INVESTMENT BANKER'S earnings from such sale shall be its sole
compensation under this Agreement except as otherwise specifically set forth
herein.
2
Agreement for Investment Banking Services—Assessment District No. 1026
2. The INVESTMENT BANKER will submit an offer to the CITY to purchase the
Bonds subject to pertinent resolutions, the Official Statement, and all other
necessary documents, approvals and proceedings governing such Bonds having
been determined by bond counsel, the CITY and the underwriter to be
satisfactory in all respects for financing purposes. If after negotiations with the
INVESTMENT BANKER, in good faith,the CITY and the INVESTMENT
BANKER fail to agree on terms of the sale of Bonds, the CITY may terminate
this Agreement then offer the Bonds for sale to others.
II. General Provisions Relating to the CITY and the INVESTMENT BANKER:
A. The City agrees to cooperate with the INVESTMENT BANKER by making available
copies of economic and financial reports, agreements, contracts, resolutions and other
relevant documents pertaining to the PROJECT, the CITY or the Bonds, as
reasonably may be required from time to time for prompt and efficient performance
°r by INVESTMENT BANKER of its obligations hereunder.
B. INVESTMENT BANKER shall pay its own out-of-pocket and other expenses,the
cost of preparation of the Official Statement, Underwriter's Counsel, Blue Sky and
Investment Memoranda used by the INVESTMENT BANKER and all advertising
expenses in connection with the public offering of the Bonds.
C. The CITY shall pay from the proceeds of the Bonds or other funds of the CITY all
costs and expenses customarily paid therefrom, including the costs of printing the
Bonds, the Official Statement and other documents and fees and expenses of its legal
counsel, bond counsel, consultants, accountants and of any experts retained by the
City in connection with the financing.
D. The City shall pay the INVESTMENT BANKER, from the proceeds of the Bonds,
underwriting fees not to exceed 1.05% of the total Bond issue, or as otherwise
negotiated between INVESTMENT BANKER and the CITY.
E. It is expressly understood and agreed and the CITY hereby recognizes that in
performing its activities pursuant to a negotiated sale the INVESTMENT BANKER
is acting solely on its own behalf and plans to submit to the City a proposal to
purchase the Bonds for resale. Nothing herein shall be construed to make the
INVESTMENT BANKER an employee or agent of the CITY,the INVESTMENT
BANKER shall be at all times, an independent contractor.
F. The term of this Agreement shall extend to the date of sale of Bonds as contemplated
herein, as determined by the date upon which the formal Bond Purchase Contract is
executed by the CITY and the INVESTMENT BANKER or the term of this
Agreement shall be two (2) years from the date hereof, whichever is longer. The
Agreement may be cancelled without cause by either party giving the other party
thirty (30) days written notice of such cancellation. Said notice shall be sent to the
3
Agreement for Investment Banking Services—Assessment District No. 1026
party by certified mail at the following address:
CITY OF SAN BERNARDINO INVESTMENT BANKER
Michael E. Hays, Director Miller and Schroeder Financial, Inc.
-Development Sen-ices 505 Lomas San Fe Drive, Suite 100
300 North "D" Street Solana Beach, CA 92075
San Bernardino, CA 92418
G. The CITY may terminate this Agreement if, after negotiations in good faith, the
CITY and the INVESTMENT BANKER fail to agree on mutually acceptable terms
of the sale of the Bonds. Upon termination of this Agreement,the City shall be under
no further obligation to the INVESTMENT BANKER hereunder except that the City
is obligated to pay the Underwriter any expenses incurred on behalf of the CITY
pursuant to Paragraph 11 C of this Agreement should the City not sell the Bonds to the
INVESTMENT BANKER pursuant to Section 1 B of this Agreement.
THIS AGREEMENT shall not be amended except upon the express written agreement of
the parties hereto to such amendment.
THIS AGREEMENT and any documents or instruments attached hereto or referred to
herein integrate all terms and conditions mentioned herein or incidental hereto, and supersede all
negotiations and prior writing in respect to the subject matter hereof.
In the event of a conflict between the terms, conditions or provisions of this Agreement,
and such document or instrument,the terms and conditions of this Agreement shall prevail.
4
Agreement for Investment Banking Services—Assessment District No. 1026
IN WITNESS WHEREOF,the CITY has caused this Agreement to be properly executed
and the INVESTMENT BANKER has caused this Agreement to be properly executed by one of
its officers, as of the date hereinabove set forth.
INVESTMENT BANKER: CITY OF SAN BERNARDINO
a municipal corporation,
Miller& Schroeder Financial,Inc.
By: By:
JUDITH VALLES, Mayor
ATTEST:
City Clerk
Approved as to form
and legal content:
JAMES F. PENMAN,
City Attorney
By:
5
AGREEMENT FOR INVESTMENT BANKING SERVICES
THIS AGREEMENT is made and entered into this day of ,
, by and between the CITY OF SAN BERNARDINO, a municipal corporation,
hereinafter called"CITY" and the firm of Miller& Schroeder Financial, Inc. hereinafter called
"INVESTMENT BANKER"
WITNESSETH
WHEREAS, CITY proposes to initiate proceedings for Assessment District No. 1026,
(ZONE 1: Tract No. 13822 - California& 16th Streets; ZONE 2, - PORTIONS OF TRACT
NO. 11261 - Pennsylvania and 19th Streets; ZONE 3: TRACT NO. 10260—Acacia Avenue &
59th Street) (the "PROJECT") and the issuance of 1915 Act Limited Obligation Improvement
Bonds; and
WHEREAS, the CITY requires assistance in the development of a sound, equitable and
practical financing plan to implement the PROJECT by taking into consideration sources of
capital funds and cash flow requirements, annual costs, the allocation of these costs, statutory
requirements and restrictions and alternate methods, if applicable; and
WHEREAS, the CITY requires the services of a municipal investment banker
experienced in the financial consulting for and underwriting the obligations of cities to assist in
such financial planning and to purchase the City's obligations at negotiated sale, and to
coordinate the sale and distribution of the City's obligation; and
WHEREAS, the CITY has determined that the INVESTMENT BANKER is qualified by
training and experience to perform said services.
NOW, THEREFORE, it is mutually agreed, as follows:
Agreement for Investment Banking Services—Assessment District No. 1026
The CITY hereby employs the INVESTMENT BANKER and the INVESTMENT
BANKER hereby accepts such employment to perform the services, upon the terms, subject to
the conditions, and in consideration of payments as hereinafter set forth:
I. Services to be performed by the INVESTMENT BANKER:
A. Structuring the Financing:
1. INVESTMENT BANKER will work with the CITY in developing the scope of
the financial feasibility and assessing the marketability of the PROJECT.
2. INVESTMENT BANKER will work with the CITY'S bond counsel
recommending specific terms and conditions affecting the basic security of the
y Bonds.
3. INVESTMENT BANKER will prepare the text of an Official Statement for the
sale of the securities. The Official Statement will include a description of the
Bonds and their security, and pertinent financial and economic data. In
preparation of the Official Statement, INVESTMENT BANKER will exercise due
diligence in the ascertainment of all material facts and circumstances regarding
the project and their disclosure in the prospectus.
4. INVESTMENT BANKER will be present at any necessary information meeting
or meetings.
5. If the CITY so requests, INVESTMENT BANKER will assist in arranging the
selection of a paying agent.
B. Marketing the Bonds:
1. The INVESTMENT BANKER will use its best efforts to accomplish the formal
marketing at the earliest date possible consistent with sound investment banking
and underwriting principals. INVESTMENT BANKER agrees to use its best
efforts in establishing the interest rate or rates and discounts on the bonds. It is
intended that, once purchased by the INVESTMENT BANKER,the Bonds will
be re-offered to the public on the basis of an immediate "bona fide public
offering". The INVESTMENT BANKER may form a group of investment
banking firms for the purpose of underwriting and selling the Bonds.
INVESTMENT BANKER'S earnings from such sale shall be its sole
compensation under this Agreement except as otherwise specifically set forth
herein.
2
Agreement for Investment Banking Services—Assessment District No. 1026
2. The INVESTMENT BANKER will submit an offer to the CITY to purchase the
Bonds subjrct to pertinent resolutions,the Official Statement, and all other
necessary documents, approvals and proceedings governing such Bonds having
been determined by bond counsel, the CITY and the underwriter to be
satisfactory in all respects for financing purposes. If after negotiations with the
�.° INVESTMENT BANKER, in good faith,the CITY and the INVESTMENT
BANKER fail to agree on terms of the sale of Bonds, the CITY may terminate
this Agreement then offer the Bonds for sale to others.
II. General Provisions Relating to the CITY and the INVESTMENT BANKER:
A. The City agrees to cooperate with the INVESTMENT BANKER by making available
copies of economic and financial reports, agreements, contracts, resolutions and other
relevant documents pertaining to the PROJECT, the CITY or the Bonds, as
reasonably may be required from time to time for prompt and efficient performance
by INVESTMENT BANKER of its obligations hereunder.
B. INVESTMENT BANKER shall pay its own out-of-pocket and other expenses,the
cost of preparation of the Official Statement, Underwriter's Counsel, Blue Sky and
Investment Memoranda used by the INVESTMENT BANKER and all advertising
expenses in connection with the public offering of the Bonds.
C. The CITY shall pay from the proceeds of the Bonds or other funds of the CITY all
costs and expenses customarily paid therefrom, including the costs of printing the
Bonds, the Official Statement and other documents and fees and expenses of its legal
counsel, bond counsel, consultants, accountants and of any experts retained by the
City in connection with the financing.
D. The City shall pay the INVESTMENT BANKER, from the proceeds of the Bonds,
underwriting fees not to exceed 1.05% of the total Bond issue, or as otherwise
negotiated between INVESTMENT BANKER and the CITY.
E. It is expressly understood and agreed and the CITY hereby recognizes that in
performing its activities pursuant to a negotiated sale the INVESTMENT BANKER
is acting solely on its own behalf and plans to submit to the City a proposal to
purchase the Bonds for resale.Nothing herein shall be construed to make the
INVESTMENT BANKER an employee or agent of the CITY,the INVESTMENT
BANKER shall be at all times, an independent contractor.
F. The term of this Agreement shall extend to the date of sale of Bonds as contemplated
herein, as determined by the date upon which the formal Bond Purchase Contract is
executed by the CITY and the INVESTMENT BANKER or the term of this
Agreement shall be two (2) years from the date hereof, whichever is longer. The
Agreement may be cancelled without cause by either party giving the other party
thirty (30) days written notice of such cancellation. Said notice shall be sent to the
3
Agreement for Investment Banking Services—Assessment District No. 1026
party by certified mail at the following address:
CITY OF SAN BERNARDINO INVESTMENT BANKER
Michael E. Hays, Director Miller and Schroeder Financial, Inc.
Development Services 505 Lomas San Fe Drive, Suite 100
300 North "D" Street Solana Beach, CA 92075
San Bernardino, CA 92418
G. The CITY may terminate this Agreement if, after negotiations in good faith, the
CITY and the INVESTMENT BANKER fail to agree on mutually acceptable terms
of the sale of the Bonds. Upon termination of this Agreement, the City shall be under
no further obligation to the INVESTMENT BANKER hereunder except that the City
is obligated to pay the Underwriter any expenses incurred on behalf of the CITY
pursuant to Paragraph II C of this Agreement should the City not sell the Bonds to the
INVESTMENT BANKER pursuant to Section 1 B of this Agreement.
THIS AGREEMENT shall not be amended except upon the express written agreement of
the parties hereto to such amendment.
THIS AGREEMENT and any documents or instruments attached hereto or referred to
herein integrate all terms and conditions mentioned herein or incidental hereto, and supersede all
negotiations and prior writing in respect to the subject matter hereof.
In the event of a conflict between the terms, conditions or provisions of this Agreement,
and such document or instrument, the terms and conditions of this Agreement shall prevail.
4
Agreement for Investment Banking Services—Assessment District No. 1026
IN WITNESS WHEREOF, the CITY has caused this Agreement to be properly executed
and the INVESTMENT BANKER has caused this Agreement to be properly executed by one of
its officers, as of the date hereinabove set forth.
INVESTMENT BANKER: CITY OF SAN BERNARDINO
a municipal corporation,
Miller& Schroeder Financial, Inc.
By: By:
JUDITH VALLES, Mayor
ATTEST:
City Clerk
Approved as to form
and legal content:
JAMES F. PENMAN,
City Attorney
3
By:
5
AGREEMENT FOR INVESTMENT BANKING SERVICES
THIS AGREEMENT is made and entered into this day of ,
by and between the CITY OF SAN BERNARDINO, a municipal corporation,
hereinafter called"CITY" and the firm of Miller& Schroeder Financial, Inc. hereinafter called
"INVESTMENT BANKER"
WITNESSETH
WHEREAS, CITY proposes to initiate proceedings for Assessment District No. 1026,
(ZONE 1: Tract No. 13822 - California& 16th Streets; ZONE 2, - PORTIONS OF TRACT
NO. 11261 - Pennsylvania and 19th Streets; ZONE 3: TRACT NO. 10260—Acacia Avenue &
59th Street) (the "PROJECT") and the issuance of 1915 Act Limited Obligation Improvement
Bonds; and
WHEREAS, the CITY requires assistance in the development of a sound, equitable and
practical financing plan to implement the PROJECT by taking into consideration sources of
capital funds and cash flow requirements, annual costs,the allocation of these costs, statutory
requirements and restrictions and alternate methods, if applicable; and
WHEREAS, the CITY requires the services of a municipal investment banker
experienced in the financial consulting for and underwriting the obligations of cities to assist in
such financial planning and to purchase the City's obligations at negotiated sale, and to
coordinate the sale and distribution of the City's obligation; and
WHEREAS, the CITY has determined that the INVESTMENT BANKER is qualified by
training and experience to perform said services.
NOW, THEREFORE, it is mutually agreed, as follows:
Agreement for Investment Banking Services—Assessment District No. 1026
The CITY hereby employs the INVESTMENT BANKER and the INVESTMENT
BANKER hereby accepts such employment to perform the services, upon the terms, subject to
the conditions and in consideration of a ments as hereinafter set forth:
p y
I. Services to be performed by the INVESTMENT BANKER:
A. Structuring the Financing:
1. INVESTMENT BANKER will work with the CITY in developing the scope of
the financial feasibility and assessing the marketability of the PROJECT.
2. INVESTMENT BANKER will work with the CITY'S bond counsel
recommending specific terms and conditions affecting the basic security of the
Bonds.
3. INVESTMENT BANKER will prepare the text of an Official Statement for the
sale of the securities. The Official Statement will include a description of the
Bonds and their security, and pertinent financial and economic data. In
preparation of the Official Statement, INVESTMENT BANKER will exercise due
diligence in the ascertainment of all material facts and circumstances regarding
the project and their disclosure in the prospectus.
4. INVESTMENT BANKER will be present at any necessary information meeting
or meetings.
5. If the CITY so requests, INVESTMENT BANKER will assist in arranging the
selection of a paying agent.
B. Marketing the Bonds:
1. The INVESTMENT BANKER will use its best efforts to accomplish the formal
marketing at the earliest date possible consistent with sound investment banking
and underwriting principals. INVESTMENT BANKER agrees to use its best
efforts in establishing the interest rate or rates and discounts on the bonds. It is
intended that, once purchased by the INVESTMENT BANKER, the Bonds will
be re-offered to the public on the basis of an immediate "bona fide public
offering". The INVESTMENT BANKER may form a group of investment
banking firms for the purpose of underwriting and selling the Bonds.
INVESTMENT BANKER'S earnings from such sale shall be its sole
compensation under this Agreement except as otherwise specifically set forth
herein.
2
Agreement for Investment Banking Services—Assessment District No. 1026
2. The INVESTMENT BANKER will submit an offer to the CITY to purchase the
Bonds subject to pertinent resolutions, the Official Statement, and all other
necessary documents, approvals and proceedings governing such Bonds having
been determined by bond counsel, the CITY and the underwriter to be
satisfactory in all respects for financing purposes. If after negotiations with the
INVESTMENT BANKER, in good faith,the CITY and the INVESTMENT
BANKER fail to agree on terms of the sale of Bonds, the CITY may terminate
this Agreement then offer the Bonds for sale to others.
11. General Provisions Relating to the CITY and the INVESTMENT BANKER:
A. The City agrees to cooperate with the INVESTMENT BANKER by making available
copies of economic and financial reports, agreements, contracts, resolutions and other
relevant documents pertaining to the PROJECT, the CITY or the Bonds, as
reasonably may be required from time to time for prompt and efficient performance
by INVESTMENT BANKER of its obligations hereunder.
B. INVESTMENT BANKER shall pay its own out-of-pocket and other expenses,the
cost of preparation of the Official Statement, Underwriter's Counsel, Blue Sky and
Investment Memoranda used by the INVESTMENT BANKER and all advertising
expenses in connection with the public offering of the Bonds.
C. The CITY shall pay from the proceeds of the Bonds or other funds of the CITY all
costs and expenses customarily paid therefrom, including the costs of printing the
Bonds, the Official Statement and other documents and fees and expenses of its legal
counsel, bond counsel, consultants, accountants and of any experts retained by the
City in connection with the financing.
D. The City shall pay the INVESTMENT BANKER, from the proceeds of the Bonds,
underwriting fees not to exceed 1.05% of the total Bond issue, or as otherwise
negotiated between INVESTMENT BANKER and the CITY.
E. It is expressly understood and agreed and the CITY hereby recognizes that in
performing its activities pursuant to a negotiated sale the INVESTMENT BANKER
is acting solely on its own behalf and plans to submit to the City a proposal to
purchase the Bonds for resale.Nothing herein shall be construed to make the
INVESTMENT BANKER an employee or agent of the CITY,the INVESTMENT
BANKER shall be at all times, an independent contractor.
F. The term of this Agreement shall extend to the date of sale of Bonds as contemplated
herein, as determined by the date upon which the formal Bond Purchase Contract is
executed by the CITY and the INVESTMENT BANKER or the term of this
Agreement shall be two (2) years from the date hereof,whichever is longer. The
Agreement may be cancelled without cause by either party giving the other parry
thirty (30) days written notice of such cancellation. Said notice shall be sent to the
3
Agreement for Investment Banking Services—Assessment District No. 1026
party by certified mail at the following address:
CITY OF SAN BERNARDINO INVESTMENT BANKER
Michael E. Hays, Director Miller and Schroeder Financial, Inc.
Development Sen-ices 505 Lomas San Fe Drive, Suite 100
300 North"D" Street Solana Beach, CA 92075
San Bernardino, CA 92418
G. The CITY may terminate this Agreement if, after negotiations in good faith, the
CITY and the INVESTMENT BANKER fail to agree on mutually acceptable terms
of the sale of the Bonds. Upon termination of this Agreement,the City shall be under
no further obligation to the INVESTMENT BANKER hereunder except that the City
is obligated to pay the Underwriter any expenses incurred on behalf of the CITY
pursuant to Paragraph II C of this Agreement should the City not sell the Bonds to the
INVESTMENT BANKER pursuant to Section 1 B of this Agreement.
THIS AGREEMENT shall not be amended except upon the express written agreement of
the parties hereto to such amendment.
THIS AGREEMENT and any documents or instruments attached hereto or referred to
herein integrate all terms and conditions mentioned herein or incidental hereto, and supersede all
negotiations and prior writing in respect to the subject matter hereof.
In the event of a conflict between the terms, conditions or provisions of this Agreement,
and such document or instrument, the terms and conditions of this Agreement shall prevail.
4
Agreement for Investment Banking Services—Assessment District No. 1026
IN WITNESS WHEREOF,the CITY has caused this Agreement to be properly executed
and the INVESTMENT BANKER has caused this Agreement to be properly executed by one of
its officers, as of the date hereinabove set forth.
INVESTMENT BANKER: CITY OF SAN BERNARDINO
a municipal corporation,
Miller& Schroeder Financial, Inc.
By: By:
JUDITH VALLES, Mayor
ATTEST:
City Clerk
Approved as to form
and legal content:
JAMES F. PENMAN,
City Attorney
By:
5
1 RESOLUTION NO.
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND
3 DIRECTING THE EXECUTION OF AN AGREEMENT WITH THE FIRM OF SABO
AND GREEN FOR LEGAL SERVICES RELATIVE TO THE FORMATION OF
4 ASSESSMENT DISTRICT NO. 1026 FOR TRACT NO. 13822, PORTIONS OF TRACT
NO. 11261 AND TRACT NO. 10260.
5
6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
7
8 SECTION 1. That the Mayor of the City of San Bernardino is hereby authorized
9 and directed to execute on behalf of said City,an Agreement for legal services with the firm
10 of Sabo and Green relative to Assessment District No. 1026 for Tract No. 13822,portions
11 of Tract No. 11261 and Tract No. 10260, a copy of which is attached hereto as Exhibit"A"
12
and made a part hereof.
13
14 SECTION 2. This Resolution is rescinded if parties to said Agreement fail to execute it
15 Within sixty (60) days of the passage of this resolution.
16
17
18
19
20
21
22
23
24
25
26
27
28
12/09/99 1
RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR LEGAL SERVICES
1 WITH THE FIRM OF SABO AND GREEN RELATIVE TO ASSESSMENT DISTRICT NO. 1026.
2
3 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
4 Common Council of the City of San Bernardino at a meeting thereof
5 held on the day of , 19 , by the following vote,
6 to-wit:
7
Council Members: AYES NAYS ABSTAIN ABSENT
8
9 ESTRADA
10 LIEN
11 MCGINNIS
12 SCHNETZ
13
SUAREZ
14
15 ANDERSON
16 MILLER
17
18 City Clerk
19
The foregoing resolution is hereby approved this day of , 19
20
21
22 JUDITH VALLES, Mayor
City of San Bernardino
23
24 Approved as to form
and legal content:
25
JAMES F. PENMAN,
26 City torney
27 By:
28
09/99 2
AGREEMENT FOR LEGAL SERVICES
This AGREEMENT is made and entered into this day of , 19 ,
by and between the CITY OF SAN BERNARDINO, California, a municipal corporation,
hereinafter referred to as the "CITY" and SABO & GREEN, a Professonal Law Corporation,
hereinafter referred to as "BOND COUNSEL"
RECITALS
WHEREAS, the CITY desires to initiate proceedings for the formation of an Assessment
District("DISTRICT") pursuant to the provisions of the Municipal Bond Improvement Act of
1913, Division 12 of the Streets and Highways Code and the Improvement Bond Act of 1915,
Division 10 of said Streets and Highways Code for the purposes of financing certain fees for the
construction of certain public improvements; and
WHEREAS, the CITY desires to retain the services of BOND COUNSEL relative to the
preparation of resolutions, notices, bond forms and other documents required in the proceedings
and issue their legal opinion or opinions as to the validity of the proceedings and necessary
documents.
NOW, THEREFORE, it is mutually agreed upon as follows:
1. SCOPE OF SERVICES
BOND COUNSEL shall perform those services specified in retainer letter and proposal of
services, dated November 24, 1999 , a copy of which is attached hereto as Exhibit"A" ,
and as directed by the CITY of San Bernardino.
2. TERM OF AGREEMENT
The services of BOND COUNSEL are to commence after the CITY has authorized work to
start by issuance of a Notice to Proceed. This Agreement shall expire upon the successful
completion of the sale of Bonds and completion of the DISTRICT, including the filing and
recording of assessments or upon termination of proceedings.
EXHIBIT "A"
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 2
3. STANDARD OF PERFORMANCE
BOND COUNSEL shall complete all work product and design in conformance with
applicable local and state laws.
4. CHANGES/EXTRA SERVICES
A. Performance of the work specified in the Proposal is made an obligation of BOND
COUNSEL under this Agreement, subject to any changes made subsequently upon
mutual written agreement of the parties. Any change which has not been so
incorporated shall not be binding on either party.
5. COMPENSATION
A. The CITY shall reimburse the BOND COUNSEL for actual costs (including labor costs,
employee benefits, overhead, profit, other direct and indirect costs) incurred by the
BOND COUNSEL in performance of the work, in an amount not to exceed$15,000.00,
plus expenses, as described in Exhibit"A". In the event this Agreement is terminated
prior to the completion of the DISTRICT,the CITY shall reimburse BOND COUNSEL
at the rate of$175 per hour for all attorney hours, plus expenses, and as more fully set
forth in the attached Exhibit"A".
B. Said compensation shall not be altered unless there is significant alteration in the scope,
complexity or character of the work to be performed. Any adjustment of the total cost of
services will only be permitted when the BOND COUNSEL establishes and CITY has
agreed, in writing, that there has been, or is to be, a significant change.
6. PAYMENT BY CITY
A. The billings for all services rendered pursuant to this Agreement shall be submitted
monthly by BOND COUNSEL to CITY and shall be paid by CITY within thirty (30)
days after receipt of same, excepting any amounts disputed by CITY. All tasks as
specified in proposal shall be completed prior to final payment.
7. SUPERVISION AND ACCEPTANCE OF SERVICES
A. The Director of Development Services of the CITY, or his designee, shall have the
right of general supervision over all work performed by BOND COUNSEL and shall be
CITY's agent with respect to obtaining BOND COUNSEL's compliance hereunder.
No payment for any services rendered under this Agreement shall be made without prior
approval of the Director of Development Services Works or his designee.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 3
8. COMPLIANCE WITH CIVIL RIGHTS LAWS AND AMERICANS WITH
DISABILITIES ACT
BOND COUNSEL hereby certifies that it will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, marital status, national
origin or disability. BOND COUNSEL's hiring practices and employee policies shall
comply with all applicable Federal, State and local laws. Such action shall include, but not
be limited to, the following: Recruitment and recruitment advertising, employment,
upgrading, and promotion. In addition, BOND COUNSEL shall not exclude from
participation under this Agreement any employee or applicant for employment on the basis
of age, handicap, disability or religion in compliance with State and Federal laws.
9. TERMINATION OF AGREEMENT
A. This agreement may be terminated by either party upon thirty (30) days written notice in
the event of substantial failure of the other party to perform in accordance with the
terms of this Agreement. Each party shall have twenty (20) days following date of such
notice within which to correct the substantial failure giving rise to such notice. BOND
COUNSEL hereby covenants and agrees that upon termination of this Agreement for
any reason, BOND COUNSEL will preserve and make immediately available to CITY,
or its designated representatives, maps, notes, correspondence, or records related to
work paid for by the CITY and required for its timely completion, and to fully
cooperate with CITY so that the work to be accomplished may continue. Any
subsequent use of such incomplete documents shall be at the sole risk of the CITY and
CITY agrees to hold harmless and indemnify BOND COUNSEL from any claim, losses,
costs, including Attorney's fees, and liability arising out of such use.
B. This agreement may be terminated for the convenience of the CITY upon thirty (30)
days written notice to BOND COUNSEL. Upon such notice, BOND COUNSEL shall
provide work product to CITY and CITY shall compensate BOND COUNSEL in the
manner set forth above.
C. Following the effective date of termination of this Agreement pursuant to this Section,
the Agreement shall continue until all obligations arising from such termination are
satisfied.
10. CONTINGENCIES
In the event that, due to causes beyond the control of and without the fault or negligence of
BOND COUNSEL, BOND COUNSEL fails to meet any of its obligations under this
Agreement, and such failure shall not constitute a default in performance, and the CITY
may grant to BOND COUNSEL such extensions of time and make other arrangements or
additions, excepting any increase in payment, as may be reasonable under the
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 4
circumstances. Increases in payment shall be made only under the "changes" provision of
this Agreement.
11. INDEPENDENT CONTRACTOR
BOND COUNSEL shall act as an independent contractor in the performance of the services
provided for under this Agreement. BOND COUNSEL shall furnish such services in its own
manner and in no respect shall it be considered an agent or employee of CITY.
12. ASSIGNMENT OR SUBCONTRACTING
Neither this Agreement, nor any portion thereof, may be assigned by BOND COUNSEL
without the written consent of CITY. Any attempt by BOND COUNSEL to assign or
subcontract any performance of this Agreement without the written consent of the CITY
shall be null and void and shall constitute a breach of this agreement. All subcontracts
exceeding $10,000, shall contain all provisions of this Agreement.
13. NOTICES
All official notices relative to this Agreement shall be in writing and addressed to the
following representatives of BOND COUNSEL and CITY:
BOND COUNSEL: CITY:
Timothy J. Sabo Michael E. Hays
SABO & GREEN Director of Development Services
201 N. `B" Street 300 North "D" Street
San Bernardino, CA 92401 San Bernardino, CA 92418
14. RESPONSIBILITIES OF PARTIES
A. Upon completion of all work under this Agreement, BOND COUNSEL will transfer
ownership and title to CITY of all documents relative to the formation of the
DISTRICT.
15. HOLD HARMLESS CLAUSE
BOND COUNSEL hereby agrees to hold CITY, its elective and appointive boards, officers,
and employees,harmless from any liability for damage or claims for damage for personal
injury including death, as well as from claims for property damage,which may arise from
BOND COUNSEL's negligent acts, errors or omissions under this Agreement.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 5
16. INDEMNITY
BOND COUNSEL shall indemnify, defend and hold harmless CITY from and against any
and all claims, demands, suits, actions, proceedings,judgments, losses, damages, injuries,
penalties, costs, expenses (including attorneys' fees) and liabilities, of, by, or with respect to
third parties, which arise from BOND COUNSEL's negligent acts, error or omissions under
this Agreement. BOND COUNSEL shall not be responsible for, and CITY shall indemnify,
defend and hold harmless BOND COUNSEL from and against, any and all claims,
demands, suits, actions, proceedings,judgments, losses, damages, injuries, penalties, costs,
expenses (including attorneys' fees) and liabilities of, by or with respect to third parties,
which arise solely from the CITY's negligence. With respect to any and all claims,
demands, suits, actions, proceedings,judgments, losses, damages, injuries, penalties, costs,
expenses (including attorneys' fees) and liabilities of, by or with respect to third parties,
which arise from the joint or concurrent negligence of BOND COUNSEL and CITY, each
party shall assume responsibility in proportion to the degree of its respective fault.
17. LIABILITYANSURANCE
BOND COUNSEL shall maintain the following types of insurance with limits as shown:
A. Workers Compensation as required by the laws of the State of California, including
Employment Liability with $250,000 limits covering all persons providing service on
behalf of BOND COUNSEL and all risks to such persons under this Agreement. BOND
COUNSEL shall require its Workers Compensation carrier to waive all rights of
subrogation against the CITY and its officers and employees and any others for whom
services are being provided under this Agreement.
B. Comprehensive General and Automobile Liability Insurance coverage to include
contractual coverage and automobile coverage for owned, hired and non-owned vehicles.
The policy shall have at least a combined single limit of$1,000,000 for bodily injury
and property damage.
C. Professional Liability Insurance with limits of at least$1,000,000 per claim. In lieu of
naming the CITY as an additional insured, the policy may be endorsed as follows:
"Insurance coverage afforded by this policy shall also apply to the liability assumed
by the Insured under the Agreement with the CITY OF SAN BERNARDINO for
legal services, provided such liability results from an error, omission or negligent
act of the insured, its officers, employees, agents or subcontractors. All other
provisions of this policy are to remain unchanged."
BOND COUNSEL shall furnish certificates of insurance and certified copies of all policies
and endorsements to the Development Services Department, Real Property Section,
evidencing the insurance coverage above required prior to the commencement of
performance of services hereunder, which certificates shall provide that such insurance shall
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 6
not be terminated or expire without thirty (30) days written notice to the Development
Services Department, Real Property Section, and shall maintain such insurance from the
time BOND COUNSEL commences performance of services hereunder until the completion
of such services.
All policies, with respect to the insurance coverage above required, except for the Workers
Compensation insurance coverage and professional liability coverage, if applicable, shall
obtain additional endorsements naming the CITY and all parties represented under this
Agreement, their employees, agents, volunteers and officers as additional named insured
with respect to liabilities arising out of the performance of services hereunder.
All policies required above are to be primary and non-contributing with any insurance or
self-insurance programs carried or administered by the CITY or other parties represented
under this Agreement.
18. ATTORNEY'S FEES
The prevailing party in any legal action to enforce or interpret any provisions of this
Agreement will be entitled to recover from the losing party all attorneys' fees, court costs,
and necessary disbursements in connection with that action. The costs, salary, and expenses
of the CITY Attorney, and members of his office, in connection with that action shall be
considered as attorneys' fees for the purpose of this agreement.
19. VALIDITY
Should any provision herein be found or deemed to be invalid,this Agreement shall be
construed as not containing such provision, and all other provisions which are otherwise
lawful shall remain in full force and effect, and to this end the provisions of this Agreement
are declared to be severable.
20. ENTIRE AGREEMENT
This Agreement represents the entire and integrated understanding between the parties
hereto and supersedes all prior and contemporaneous negotiations, representations,
understandings and agreements, whether written or oral, with respect to the subject matter
thereof. This Agreement may be amended only by written instrument signed by both
parties.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 7
BOND COUNSEL: CITY OF SAN BERNARDINO,
a municipal corporation
SABO & GREEN
By: By:
JUDITH VALLES, Mayor
Approved as to form and ATTEST:
legal content.
JAMES F.PENMAN,
City Attorney City Clerk
By: '
I
SABO & GREEN
ATTORNEYS AT LAW
A PROFESSIONAL CORPORATION
23801 CALABASAS ROAD 201 NORTH"E"STREET 35-325 DATE PALM DRIVE
SUITE 1015 SUITE 300 SUITE 232
CALABASAS,CALIFORNIA 91302 SAN BERNARDINO,CALIFORNIA 92401 CATHEDRAL CITY,CALIFORNIA 92234
(818)704-0195 (909)383-9373 (760)770-0873
FAX(818)704-4729 FAX(909)383-9378 FAX(760)770-1724
INTERNET:www.sabogreen.com
DIRECT E-MAIL ADDRESS:
tsaboCsabogreen.com
November 24, 1999
Mike Hays
Director of Development Services
City df San Bernardino
300 North"D" Street, Third Floor
San Bernardino, California 92418
Re: Retainer Letter-Bond Counsel Services
Proposed Century Crowell Communities Assessment District
Dear Mr. Hays:
We are pleased to submit this proposal to serve the City of San Bernardino (the
"City")as bond counsel in connection with a special assessment district financing(the"Financing")
sought by Century Crowell Communities(the"Assessment District Petitioner")to specially benefit
the residential subdivision and improvement of certain lands which the Assessment District
Petitioner is under contract to acquire, including the property known as Arrow Vista (Tract Map
Nos. 11261 and 13 822) and Sterling Heights (Tract Map No. 10260) in the City.
In our capacity as bond counsel for the Financing requested by the Assessment
District Petitioner, we will provide guidance, advice and representation to the City in connection
with any and all legal issues and problems arising with regard to the Financing. Additionally, we
will prepare the legal documentation, including legal notices and resolutions of the Mayor and
Common Council necessary for the Financing, and when all conditions precedent have been
satisfied, we will render the bond opinion at the time of close of the Financing. To the extent
deemed necessary, we will attend all meetings in connection with the Financing.
For the bond counsel services set forth above,or as subsequently directed by the City,
we shall be paid a fee of$15,000,plus expenses upon closing of the Financing;provided, however,
that if the transaction is not consummated for any reason,we shall be compensated at a rate of$175
per hour for all attorney hours,plus expenses; and provided,further, that in the event the Financing
has not closed on or before the date which is six months from the date of adoption by the Mayor and
EXHIBIT"A"
Mike Hays
November 24, 1999
Page 2
Common Council of the resolution of intention initiating the improvements and assessment
requested by the Assessment District Petitioner,we shall be compensated at the hourly rate set forth
above for all attorney hours. plus expenses, until the close or suspension by the City of the
Financing. and in either such event whether or not the fee so earned may exceed $15,000.
In the event the Financing has not closed on or before the date which is six (6)
months from the date of adoption by the Mayor and Common Council of such resolution of intention
as relates to the Financing,we will, within thirty (30) days thereafter, send the City a statement for
payment reflecting the attorney hours plus expenses as billable to that date. We will thereafter send
monthly statements to the City for legal fees and expenses incurred on the City's behalf in connection
with to Financing until final close or suspension of the Financing.
As far as expenses are concerned, please be informed that we charge for database
searches, secretarial overtime when required by the urgency of a client's matter, long distance
telephone calls, special deliveries and other similar items. All such charges are billed at or below
our estimated cost. We also charge for duplicating and providing copies of documents (currently
$0.25 per page) and facsimile transmission(currently incoming $1.00 per page and outgoing $2.00
first page and$1.00 per page thereafter). Our schedule of charges for expenses changes from time-
to-time to reflect inflation and other factors. Those changes apply prospectively to all matters then
being handled by the firm.
Our billing practices reflect our desire to deal fairly with our clients in this as in all
other aspects of our relationship. We welcome the opportunity to be retained by the City, and
assuming this letter is acceptable to the City, we look forward to providing bond counsel services
to the City in connection with the proposed Financing.
Mike Hays
November 24, 1999
Page 3
If the terms of this retainer letter are acceptable to the City and reflect its
understanding and agreement, please have the appropriate authorized officer sign and return to the
undersigned the enclosed extra copy of this letter.
Very truly yours,
SABO & GREEN
A Professional Corporation
Timothy J. abo
ACCEPTED AND AGREED TO:
CITY OF SAN BERNARDINO
By
Its
Date:
PA\APPS\WPDATA\SBE0\0166-02\DOC\001-1.WPD
AGREEMENT FOR LEGAL SERVICI #3 org low It
This AGREEMENT is made and entered into this day o
by and between the CITY OF SAN BERNARDINO, California, a mu
hereinafter referred to as the "CITY" and SABO & GREEN, a Professorial Law Corporation,
hereinafter referred to as "BOND COUNSEL"
RECITALS
WHEREAS, the CITY desires to initiate proceedings for the formation of an Assessment
District ("DISTRICT") pursuant to the provisions of the Municipal Bond Improvement Act of
1913, Division 12 of the Streets and Highways Code and the Improvement Bond Act of 1915,
Division 10 of said Streets and Highways Code for the purposes of financing certain fees for the
construction of certain public improvements; and
WHEREAS, the CITY desires to retain the services of BOND COUNSEL relative to the
preparation of resolutions, notices, bond forms and other documents required in the proceedings
and issue their legal opinion or opinions as to the validity of the proceedings and necessary
documents.
NOW, THEREFORE, it is mutually agreed upon as follows:
1. SCOPE OF SERVICES
BOND COUNSEL shall perform those services specified in retainer letter and proposal of
services, dated November 24, 1999 a copy of which is attached hereto as Exhibit "A" ,
and as directed by the CITY of San Bernardino.
2. TERM OF AGREEMENT
The services of BOND COUNSEL are to commence after the CITY has authorized work to
start by issuance of a Notice to Proceed. This Agreement shall expire upon the successful
completion of the sale of Bonds and completion of the DISTRICT, including the filing and
recording of assessments or upon termination of proceedings.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 2
3. STANDARD OF PERFORMANCE
BOND COUNSEL shall complete all work product and design in conformance with
applicable local and state laws.
4. CHANGES/EXTRA SERVICES
A. Performance of the work specified in the Proposal is made an obligation of BOND
COUNSEL under this Agreement, subject to any changes made subsequently upon
mutual written agreement of the parties. Any change which has not been so
incorporated shall not be binding on either party.
5. COMPENSATION
A. The CITY shall reimburse the BOND COUNSEL for actual costs (including labor costs,
employee benefits, overhead, profit, other direct and indirect costs) incurred by the
BOND COUNSEL in performance of the work, in an amount not to exceed $15,000.00,
plus expenses, as described in Exhibit"A". In the event this Agreement is terminated
prior to the completion of the DISTRICT, the CITY shall reimburse BOND COUNSEL
at the rate of$175 per hour for all attorney hours, plus expenses, and as more fully set
forth in the attached Exhibit"A".
B. Said compensation shall not be altered unless there is significant alteration in the scope,
complexity or character of the work to be performed. Any adjustment of the total cost of
services will only be permitted when the BOND COUNSEL establishes and CITY has
agreed, in writing, that there has been, or is to be, a significant change.
6. PAYMENT BY CITY
A. The billings for all services rendered pursuant to this Agreement shall be submitted
monthly by BOND COUNSEL to CITY and shall be paid by CITY within thirty (30)
days after receipt of same, excepting any amounts disputed by CITY. All tasks as
specified in proposal shall be completed prior to final payment.
7. SUPERVISION AND ACCEPTANCE OF SERVICES
A. The Director of Development Services of the CITY, or his designee, shall have the
right of general supervision over all work performed by BOND COUNSEL and shall be
CITY's agent with respect to obtaining BOND COUNSEL's compliance hereunder.
No payment for any services rendered under this Agreement shall be made without prior
approval of the Director of Development Services Works or his designee.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 3
8. COMPLIANCE WITH CIVIL RIGHTS LAWS AND AMERICANS WITH
DISABILITIES ACT
BOND COUNSEL hereby certifies that it will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, marital status, national
origin or disability. BOND COUNSEL's hiring practices and employee policies shall
comply with all applicable Federal, State and local laws. Such action shall include, but not
be limited to, the following: Recruitment and recruitment advertising, employment,
upgrading, and promotion. In addition, BOND COUNSEL shall not exclude from
participation under this Agreement any employee or applicant for employment on the basis
of age, handicap, disability or religion in compliance with State and Federal laws.
9. TERMINATION OF AGREEMENT
A. This agreement may be terminated by either party upon thirty (30) days written notice in
the event of substantial failure of the other party to perform in accordance with the
terms of this Agreement. Each party shall have twenty (20) days following date of such
notice within which to correct the substantial failure giving rise to such notice. BOND
COUNSEL hereby covenants and agrees that upon termination of this Agreement for
any reason, BOND COUNSEL will preserve and make immediately available to CITY,
or its designated representatives, maps, notes, correspondence, or records related to
work paid for by the CITY and required for its timely completion, and to fully
cooperate with CITY so that the work to be accomplished may continue. Any
subsequent use of such incomplete documents shall be at the sole risk of the CITY and
CITY agrees to hold harmless and indemnify BOND COUNSEL from any claim, losses,
costs, including Attorney's fees, and liability arising out of such use.
B. This agreement may be terminated for the convenience of the CITY upon thirty (30)
days written notice to BOND COUNSEL. Upon such notice, BOND COUNSEL shall
provide work product to CITY and CITY shall compensate BOND COUNSEL in the
manner set forth above.
C. Following the effective date of termination of this Agreement pursuant to this Section,
the Agreement shall continue until all obligations arising from such termination are
satisfied.
10. CONTINGENCIES
In the event that, due to causes beyond the control of and without the fault or negligence of
BOND COUNSEL, BOND COUNSEL fails to meet any of its obligations under this
Agreement, and such failure shall not constitute a default in performance, and the CITY
may grant to BOND COUNSEL such extensions of time and make other arrangements or
additions, excepting any increase in payment, as may be reasonable under the
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 4
circumstances. Increases in payment shall be made only under the "changes" provision of
this Agreement.
11. INDEPENDENT CONTRACTOR
BOND COUNSEL shall act as an independent contractor in the performance of the services
provided for under this Agreement. BOND COUNSEL shall furnish such services in its own
manner and in no respect shall it be considered an agent or employee of CITY.
12. ASSIGNMENT OR SUBCONTRACTING
Neither this Agreement, nor any portion thereof, may be assigned by BOND COUNSEL
without the written consent of CITY. Any attempt by BOND COUNSEL to assign or
subcontract any performance of this Agreement without the written consent of the CITY
shall be null and void and shall constitute a breach of this agreement. All subcontracts
exceeding $10,000, shall contain all provisions of this Agreement.
13. NOTICES
All official notices relative to this Agreement shall be in writing and addressed to the
following representatives of BOND COUNSEL and CITY:
BOND COUNSEL: CITY:
Timothy J. Sabo Michael E. Hays
SABO & GREEN Director of Development Services
201 N. "E" Street 300 North "D" Street
San Bernardino, CA 92401 San Bernardino, CA 92418
14. RESPONSIBILITIES OF PARTIES
A. Upon completion of all work under this Agreement, BOND COUNSEL will transfer
ownership and title to CITY of all documents relative to the formation of the
DISTRICT.
15. HOLD HARMLESS CLAUSE
BOND COUNSEL hereby agrees to hold CITY, its elective and appointive boards, officers,
and employees, harmless from any liability for damage or claims for damage for personal
injury including death, as well as from claims for property damage, which may arise from
BOND COUNSEL's negligent acts, errors or omissions under this Agreement.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 5
16. INDEMNITY
BOND COUNSEL shall indemnify, defend and hold harmless CITY from and against any
and all claims, demands, suits, actions, proceedings,judgments, losses, damages, injuries,
penalties, costs, expenses (including attorneys' fees) and liabilities, of, by, or with respect to
third parties, which arise from BOND COUNSEL's negligent acts, error or omissions under
this Agreement. BOND COUNSEL shall not be responsible for, and CITY shall indemnify,
defend and hold harmless BOND COUNSEL from and against, any and all claims,
demands, suits, actions, proceedings,judgments, losses, damages, injuries,penalties, costs,
expenses (including attorneys' fees) and liabilities of, by or with respect to third parties,
which arise solely from the CITY's negligence. With respect to any and all claims,
demands, suits, actions,proceedings,judgments, losses, damages, injuries,penalties, costs,
expenses (including attorneys' fees) and liabilities of, by or with respect to third parties,
which arise from the joint or concurrent negligence of BOND COUNSEL and CITY, each
party shall assume responsibility in proportion to the degree of its respective fault.
17. LIABILITYANSURANCE
BOND COUNSEL shall maintain the following types of insurance with limits as shown:
A. Workers Compensation as required by the laws of the State of California, including
Employment Liability with $250,000 limits covering all persons providing service on
behalf of BOND COUNSEL and all risks to such persons under this Agreement. BOND
COUNSEL shall require its Workers Compensation carrier to waive all rights of
subrogation against the CITY and its officers and employees and any others for whom
services are being provided under this Agreement.
B. Comprehensive General and Automobile Liability Insurance coverage to include
contractual coverage and automobile coverage for owned, hired and non-owned vehicles.
The policy shall have at least a combined single limit of$1,000,000 for bodily injury
and property damage.
C. Professional Liability Insurance with limits of at least $1,000,000 per claim. In lieu of
naming the CITY as an additional insured,the policy may be endorsed as follows:
"Insurance coverage afforded by this policy shall also apply to the liability assumed
by the Insured under the Agreement with the CITY OF SAN BERNARDINO for
legal services, provided such liability results from an error, omission or negligent
act of the insured, its officers, employees, agents or subcontractors. All other
provisions of this policy are to remain unchanged."
BOND COUNSEL shall furnish certificates of insurance and certified copies of all policies
and endorsements to the Development Services Department, Real Property Section,
evidencing the insurance coverage above required prior to the commencement of
performance of services hereunder, which certificates shall provide that such insurance shall
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 6
not be terminated or expire without thirty (30) days written notice to the Development
Services Department, Real Property Section, and shall maintain such insurance from the
time BOND COUNSEL commences performance of services hereunder until the completion
of such services.
All policies, with respect to the insurance coverage above required, except for the Workers
Compensation insurance coverage and professional liability coverage, if applicable, shall
obtain additional endorsements naming the CITY and all parties represented under this
Agreement, their employees, agents, volunteers and officers as additional named insured
with respect to liabilities arising out of the performance of services hereunder.
All policies required above are to be primary and non-contributing with any insurance or
self-insurance programs carried or administered by the CITY or other parties represented
under this Agreement.
18. ATTORNEY'S FEES
The prevailing party in any legal action to enforce or interpret any provisions of this
Agreement will be entitled to recover from the losing party all attorneys' fees, court costs,
and necessary disbursements in connection with that action. The costs, salary, and expenses
of the CITY Attorney, and members of his office, in connection with that action shall be
considered as attorneys' fees for the purpose of this agreement.
19. VALIDITY
Should any provision herein be found or deemed to be invalid, this Agreement shall be
construed as not containing such provision, and all other provisions which are otherwise
lawful shall remain in full force and effect, and to this end the provisions of this Agreement
are declared to be severable.
20. ENTIRE AGREEMENT
This Agreement represents the entire and integrated understanding between the parties
hereto and supersedes all prior and contemporaneous negotiations, representations,
understandings and agreements, whether written or oral, with respect to the subject matter
thereof. This Agreement may be amended only by written instrument signed by both
parties.
Agreement for Legal Services—Assessment District 1026---SABO & GREEN. Page 7
BOND COUNSEL: CITY OF SAN BERNARDINO,
a municipal corporation
SABO & GREEN
By: By:
JUDITH VALLES, Mayor
Approved as to form and ATTEST:
legal content.
JAMES F.PENMAN,
City Attorney City Clerk
By;
SABO & GREEN
ATTORNEYS AT LAW
A PROFESSIONAL CORPORATION
23801 CALABASAS ROAD 201 NORTH"E"STREET 35-325 DATE PALM DRIVE
SurrE 1015 SUITE 300 SurrE 232
CALABASAS,CALIFORNIA 91302 SAN BERNARDINO,CALIFORNIA 92401 CATHEDRAL CITY,CALIFORNIA 92234
(818)704-0195 (909)383-9373 (760)770-0873
FAX(818)704-4729 FAX(909)383-9378 FAX(760)770-1724
INTERNET:www.sabogreen.com
DIRECT E-MAIL ADDRESS:
tsabo @sabogreen.com
November 24, 1999
Mike Hays
Director of Development Services
City of San Bernardino
300 North"D" Street, Third Floor
San Bernardino, California 92418
Re: Retainer Letter-Bond Counsel Services
Proposed Century Crowell Communities Assessment District
Dear Mr. Hays:
We are pleased to submit this proposal to serve the City of San Bernardino (the
"City")as bond counsel in connection with a special assessment district financing(the"Financing")
sought by Century Crowell Communities(the"Assessment District Petitioner")to specially benefit
the residential subdivision and improvement of certain lands which the Assessment District
Petitioner is under contract to acquire, including the property known as Arrow Vista (Tract Map
Nos. 11261 and 13822) and Sterling Heights (Tract Map No. 10260) in the City.
In our capacity as bond counsel for the Financing requested by the Assessment
District Petitioner, we will provide guidance, advice and representation to the City in connection
with any and all legal issues and problems arising with regard to the Financing. Additionally, we
will prepare the legal documentation, including legal notices and resolutions of the Mayor and
Common Council necessary for the Financing, and when all conditions precedent have been
satisfied, we will render the bond opinion at the time of close of the Financing. To the extent
deemed necessary, we will attend all meetings in connection with the Financing.
For the bond counsel services set forth above,or as subsequently directed by the City,
we shall be paid a fee of$15,000,plus expenses upon closing of the Financing;provided, however,
that if the transaction is not consummated for any reason,we shall be compensated at a rate of$175
per hour for all attorney hours,plus expenses; and provided,further, that in the event the Financing
has not closed on or before the date which is six months from the date of adoption by the Mayor and
EXHIBIT"A"
Mike Hays
November 24, 1999
Page 2
Common Council of the resolution of intention initiating the improvements and assessment
requested by the Assessment District Petitioner,we shall be compensated at the hourly rate set forth
above for all attorney hours, plus expenses, until the close or suspension by the City of the
Financing, and in either such event whether or not the fee so earned may exceed $15,000.
In the event the Financing has not closed on or before the date which is six (6)
months from the date of adoption by the Mayor and Common Council of such resolution of intention
as relates to the Financing,we will,within thirty(30) days thereafter, send the City a statement for
payment reflecting the attorney hours plus expenses as billable to that date. We will thereafter send
monthly statements to the City for legal fees and expenses incurred on the City's behalf in connection
with the Financing until final close or suspension of the Financing.
As far as expenses are concerned, please be informed that we charge for database
searches, secretarial overtime when required by the urgency of a client's matter, long distance
telephone calls, special deliveries and other similar items. All such charges are billed at or below
our estimated cost. We also charge for duplicating and providing copies of documents (currently
$0.25 per page) and facsimile transmission(currently incoming $1.00 per page and outgoing $2.00
first page and$1.00 per page thereafter). Our schedule of charges for expenses changes from time-
to-time to reflect inflation and other factors. Those changes apply prospectively to all matters then
being handled by the firm.
Our billing practices reflect our desire to deal fairly with our clients in this as in all
other aspects of our relationship. We welcome the opportunity to be retained by the City, and
assuming this letter is acceptable to the City, we look forward to providing bond counsel services
to the City in connection with the proposed Financing.
Mike Hays
November 24, 1999
Page 3
If the terms of this retainer letter are acceptable to the City and reflect its
understanding and agreement, please have the appropriate authorized officer sign and return to the
undersigned the enclosed extra copy of this letter.
Very truly yours,
SABO & GREEN
A Professional Corporation
Timothy J. abo
ACCEPTED AND AGREED TO:
CITY OF SAN BERNARDINO
By
Its
Date:
P:\APPS\WPDATA\SBEO\0166-02\DOC\001-1.WPD
s
AGREEMENT FOR LEGAL SERVICES
This AGREEMENT is made and entered into this day of
by and between the CITY OF SAN BERNARDINO, California, a municipal corporation,
hereinafter referred to as the "CITY" and SABO & GREEN, a Professorial Law Corporation,
hereinafter referred to as `BOND COUNSEL"
RECITALS
WHEREAS, the CITY desires to initiate proceedings for the formation of an Assessment
District ("DISTRICT") pursuant to the provisions of the Municipal Bond Improvement Act of
1913, Division 12 of the Streets and Highways Code and the Improvement Bond Act of 1915,
Division 10 of said Streets and Highways Code for the purposes of financing certain fees for the
construction of certain public improvements; and
WHEREAS, the CITY desires to retain the services of BOND COUNSEL relative to the
preparation of resolutions, notices, bond forms and other documents required in the proceedings
and issue their legal opinion or opinions as to the validity of the proceedings and necessary
documents.
NOW, THEREFORE, it is mutually agreed upon as follows:
1. SCOPE OF SERVICES
BOND COUNSEL shall perform those services specified in retainer letter and proposal of
services, dated November 24, 1999 , a copy of which is attached hereto as Exhibit"A" ,
and as directed by the CITY of San Bernardino.
2. TERM OF AGREEMENT
The services of BOND COUNSEL are to commence after the CITY has authorized work to
start by issuance of a Notice to Proceed. This Agreement shall expire upon the successful
completion of the sale of Bonds and completion of the DISTRICT, including the filing and
recording of assessments or upon termination of proceedings.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 2
3. STANDARD OF PERFORMANCE
BOND COUNSEL shall complete all work product and design in conformance with
applicable local and state laws.
4. CHANGES/EXTRA SERVICES
A. Performance of the -,work specified in the Proposal is made an obligation of BOND
COUNSEL under this Agreement, subject to any changes made subsequently upon
mutual written agreement of the parties. Any change which has not been so
incorporated shall not be binding on either party.
5. COMPENSATION
f. The CITY shall reimburse the BOND COUNSEL for actual costs (including labor costs,
employee benefits, overhead, profit, other direct and indirect costs) incurred by the
BOND COUNSEL in performance of the work, in an amount not to exceed $15,000.00,
plus expenses, as described in Exhibit"A". In the event this Agreement is terminated
prior to the completion of the DISTRICT,the CITY shall reimburse BOND COUNSEL
at the rate of$175 per hour for all attorney hours, plus expenses, and as more fully set
forth in the attached Exhibit"A".
B. Said compensation shall not be altered unless there is significant alteration in the scope,
complexity or character of the work to be performed. Any adjustment of the total cost of
services will only be permitted when the BOND COUNSEL establishes and CITY has
agreed, in writing,that there has been, or is to be, a significant change.
6. PAYMENT BY CITY
A. The billings for all services rendered pursuant to this Agreement shall be submitted
monthly by BOND COUNSEL to CITY and shall be paid by CITY within thirty (30)
days after receipt of same, excepting any amounts disputed by CITY. All tasks as
specified in proposal shall be completed prior to final payment.
7. SUPERVISION AND ACCEPTANCE OF SERVICES
A. The Director of Development Services of the CITY, or his designee, shall have the
right of general supervision over all work performed by BOND COUNSEL and shall be
CITY's agent with respect to obtaining BOND COUNSEL's compliance hereunder.
No payment for any services rendered under this Agreement shall be made without prior
approval of the Director of Development Services Works or his designee.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 3
8. COMPLIANCE WITH CIVIL RIGHTS LAWS AND AMERICANS WITH
DISABILITIES ACT
BOND COUNSEL hereby certifies that it will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, marital status, national
origin or disability. BOND COUNSEL's hiring practices and employee policies shall
comply with all applicable Federal, State and local laws. Such action shall include, but not
be limited to, the following: Recruitment and recruitment advertising, employment,
upgrading, and promotion. In addition, BOND COUNSEL shall not exclude from
participation under this Agreement any employee or applicant for employment on the basis
of age, handicap, disability or religion in compliance with State and Federal laws.
9. TERMINATION OF AGREEMENT
P. This agreement may be terminated by either party upon thirty (30) days written notice in
the event of substantial failure of the other party to perform in accordance with the
terms of this Agreement. Each party shall have twenty (20) days following date of such
notice within which to correct the substantial failure giving rise to such notice. BOND
COUNSEL hereby covenants and agrees that upon termination of this Agreement for
any reason, BOND COUNSEL will preserve and make immediately available to CITY,
or its designated representatives, maps, notes, correspondence, or records related to
work paid for by the CITY and required for its timely completion, and to fully
cooperate with CITY so that the work to be accomplished may continue. Any
subsequent use of such incomplete documents shall be at the sole risk of the CITY and
CITY agrees to hold harmless and indemnify BOND COUNSEL from any claim, losses,
costs, including Attorney's fees, and liability arising out of such use.
B. This agreement may be terminated for the convenience of the CITY upon thirty(30)
days written notice to BOND COUNSEL. Upon such notice, BOND COUNSEL shall
provide work product to CITY and CITY shall compensate BOND COUNSEL in the
manner set forth above.
C. Following the effective date of termination of this Agreement pursuant to this Section,
the Agreement shall continue until all obligations arising from such termination are
satisfied.
10. CONTINGENCIES
In the event that, due to causes beyond the control of and without the fault or negligence of
BOND COUNSEL, BOND COUNSEL fails to meet any of its obligations under this
Agreement, and such failure shall not constitute a default in performance, and the CITY
may grant to BOND COUNSEL such extensions of time and make other arrangements or
additions, excepting any increase in payment, as may be reasonable under the
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 4
circumstances. Increases in payment shall be made only under the "changes" provision of
this Agreement.
11. INDEPENDENT CONTRACTOR
BOND COUNSEL shall act as an independent contractor in the performance of the services
provided for under this Agreement. BOND COUNSEL shall furnish such services in its own
manner and in no respect shall it be considered an agent or employee of CITY.
12. ASSIGNMENT OR Si;BCONTRACTING
Neither this Agreement, nor any portion thereof, may be assigned by BOND COUNSEL
without the written consent of CITY. Any attempt by BOND COUNSEL to assign or
subcontract any performance of this Agreement without the written consent of the CITY
shall be null and void and shall constitute a breach of this agreement. All subcontracts
exceeding $10,000, shall contain all provisions of this Agreement.
13. NOTICES
All official notices relative to this Agreement shall be in writing and addressed to the
following representatives of BOND COUNSEL and CITY:
BOND COUNSEL: CITY:
Timothy J. Sabo Michael E. Hays
SABO & GREEN Director of Development Services
201 N. "E" Street 300 North "D" Street
San Bernardino, CA 92401 San Bernardino, CA 92418
14. RESPONSIBILITIES OF PARTIES
A. Upon completion of all work under this Agreement, BOND COUNSEL will transfer
ownership and title to CITY of all documents relative to the formation of the
DISTRICT.
15. HOLD HARMLESS CLAUSE
BOND COUNSEL hereby agrees to hold CITY, its elective and appointive boards, officers,
and employees, harmless from any liability for damage or claims for damage for personal
injury including death, as well as from claims for property damage,which may arise from
BOND COUNSEL's negligent acts, errors or omissions under this Agreement.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 5
16. INDEMNITY
BOND COUNSEL shall indemnify, defend and hold harmless CITY from and against any
and all claims, demands, suits, actions, proceedings,judgments, losses, damages, injuries,
penalties, costs, expenses (including attorneys' fees) and liabilities, of,by, or with respect to
third parties, which arise from BOND COUNSEL's negligent acts, error or omissions under
this Agreement. BOND COUNSEL shall not be responsible for, and CITY shall indemnify,
defend and hold harmless BOND COUNSEL from and against, any and all claims,
demands, suits, actions, proceedings,judgments, losses, damages, injuries,penalties, costs,
expenses (including attorneys' fees) and liabilities of, by or with respect to third parties,
which arise solely from the CITY's negligence. With respect to any and all claims,
demands, suits, actions, proceedings,judgments, losses, damages, injuries, penalties, costs,
expenses (including attorneys' fees) and liabilities of, by or with respect to third parties,
which arise from the joint or concurrent negligence of BOND COUNSEL and CITY, each
party shall assume responsibility in proportion to the degree of its respective fault.
17. LIABILITYANSURANCE
BOND COUNSEL shall maintain the following types of insurance with limits as shown:
A. Workers Compensation as required by the laws of the State of California, including
Employment Liability with $250,000 limits covering all persons providing service on
behalf of BOND COUNSEL and all risks to such persons under this Agreement. BOND
COUNSEL shall require its Workers Compensation carrier to waive all rights of
subrogation against the CITY and its officers and employees and any others for whom
services are being provided under this Agreement.
B. Comprehensive General and Automobile Liability Insurance coverage to include
contractual coverage and automobile coverage for owned, hired and non-owned vehicles.
The policy shall have at least a combined single limit of$1,000,000 for bodily injury
and property damage.
C. Professional Liability Insurance with limits of at least $1,000,000 per claim. In lieu of
naming the CITY as an additional insured,the policy may be endorsed as follows:
"Insurance coverage afforded by this policy shall also apply to the liability assumed
by the Insured under the Agreement with the CITY OF SAN BERNARDINO for
legal services, provided such liability results from an error, omission or negligent
act of the insured, its officers, employees, agents or subcontractors. All other
provisions of this policy are to remain unchanged."
BOND COUNSEL shall furnish certificates of insurance and certified copies of all policies
and endorsements to the Development Services Department, Real Property Section,
evidencing the insurance coverage above required prior to the commencement of
performance of services hereunder, which certificates shall provide that such insurance shall
4
i
E
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 6
not be terminated or expire without thirty (30) days written notice to the Development
Services Department, Real Property Section, and shall maintain such insurance from the
time BOND COUNSEL commences performance of services hereunder until the completion
of such services.
All policies, with respect to the insurance coverage above required, except for the Workers
Compensation insurance coverage and professional liability coverage, if applicable, shall
obtain additional endorsements naming the CITY and all parties represented under this
Agreement, their employees, agents, volunteers and officers as additional named insured
with respect to liabilities arising out of the performance of services hereunder.
All policies required above are to be primary and non-contributing with any insurance or
self-insurance programs carried or administered by the CITY or other parties represented
under this Agreement.
'>
18. ATTORNEY'S FEES
The prevailing party in any legal action to enforce or interpret any provisions of this
Agreement will be entitled to recover from the losing party all attorneys' fees, court costs,
and necessary disbursements in connection with that action. The costs, salary, and expenses
of the CITY Attorney;and members of his office, in connection with that action shall be
considered as attorneys' fees for the purpose of this agreement.
19. VALIDITY
Should any provision herein be found or deemed to be invalid,this Agreement shall be
construed as not containing such provision, and all other provisions which are otherwise
lawful shall remain in full force and effect, and to this end the provisions of this Agreement
are declared to be severable.
20. ENTIRE AGREEMENT
This Agreement represents the entire and integrated understanding between the parties
hereto and supersedes all prior and contemporaneous negotiations,representations,
understandings and agreements, whether written or oral, with respect to the subject matter
thereof. This Agreement may be amended only by written instrument signed by both
parties.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 7
BOND COUNSEL: CITY OF SAN BERNARDINO,
a municipal corporation
SABO & GREEN
By: By:
JUDITH VALLES, Mayor
Approved as to form and ATTEST:
legal content.
JAMES F. PENMAN,
City Attorney City Clerk
By: 122:2�-2
4 �.
SABO & GREEN
ATTORNEYS AT LAW
A PROFESSIONAL CORPORATION
23801 CALABASAS ROAD 201 NORTH"E"STREET 35-325 DATE PALM DRIVE
SurrE 1015 SurrE 300 SurrE 232
CALABASAS,CALIFORNIA 91302 SAN BERNARDINO,CALIFORNIA 92401 CATHEDRAL CITY,CALIFORNIA 92234
(818)704-0195 (909)383-9373 (760)770-0873
FAX(818)704-4729 FAX(909)383-9378 FAX(760)770-1724
INTERNET:www.sabogreen.com
DIRECT E-MAIL ADDRESS:
tsabo @sabogreen.com
November 24, 1999
Mike Hays
Director of Development Services
City of San Bernardino
300 North"D" Street, Third Floor
San Bernardino, California 92418
Re: Retainer Letter-Bond Counsel Services
Proposed Century Crowell Communities Assessment District
Dear Mr. Hays:
We are pleased to submit this proposal to serve the City of San Bernardino (the
"City")as bond counsel in connection with a special assessment district financing(the"Financing")
sought by Century Crowell Communities(the"Assessment District Petitioner")to specially benefit
the residential subdivision and improvement of certain lands which the Assessment District
Petitioner is under contract to acquire, including the property known as Arrow Vista (Tract Map
Nos. 11261 and 13822) and Sterling Heights (Tract Map No. 10260) in the City.
In our capacity as bond counsel for the Financing requested. by the Assessment
District Petitioner, we will provide guidance, advice and representation to the City in connection
with any and all legal issues and problems arising with regard to the Financing. Additionally, we
will prepare the legal documentation, including legal notices and resolutions of the Mayor and
Common Council necessary for the Financing, and when all conditions precedent have been
satisfied, we will render the bond opinion at the time of close of the Financing. To the extent
deemed necessary, we will attend all meetings in connection with the Financing.
For the bond counsel services set forth above,or as subsequently directed by the City,
we shall be paid a fee of$15,000,plus expenses upon closing of the Financing;provided, however,
that if the transaction is not consummated for any reason,we shall be compensated at a rate of$175
per hour for all attorney hours,plus expenses; and provided,further, that in the event the Financing
has not closed on or before the date which is six months from the date of adoption by the Mayor and
EXHIBIT"A"
Mike Hays
November 24, 1999
Page 2
Common Council of the resolution of intention initiating the improvements and assessment
requested by the Assessment District Petitioner,we shall be compensated at the hourly rate set forth
above for all attorney hours, plus expenses, until the close or suspension by the City of the
Financing, and in either such event whether or not the fee so earned may exceed$15,000.
In the event the Financing has not closed on or before the date which is six (6)
months from the date of adoption by the Mayor and Common Council of such resolution of intention
as relates to the Financing,we will,within thirty (30) days thereafter, send the City a statement for
payment reflecting the attorney hours plus expenses as billable to that date. We will thereafter send
monthly statements to the City for legal fees and expenses incurred on the City's behalf in connection
with the Financing until final close or suspension of the Financing.
As far as expenses are concerned, please be informed that we charge for database
searches, secretarial overtime when required by the urgency of a client's matter, long distance
telephone calls, special deliveries and other similar items. All such charges are billed at or below
our estimated cost. We also charge for duplicating and providing copies of documents (currently
$0.25 per page) and facsimile transmission(currently incoming $1.00 per page and outgoing $2.00
first page and$1.00 per page thereafter). Our schedule of charges for expenses changes from time-
to-time to reflect inflation and other factors. Those changes apply prospectively to all matters then
being handled by the firm.
Our billing practices reflect our desire to deal fairly with our clients in this as in all
other aspects of our relationship. We welcome the opportunity to be retained by the City, and
assuming this letter is acceptable to the City, we look forward to providing bond counsel services
to the City in connection with the proposed Financing.
Mike Hays
November 24, 1999
Page 3
If the terms of this retainer letter are acceptable to the City and reflect its
understanding and agreement, please have the appropriate authorized officer sign and return to the
undersigned the enclosed extra copy of this letter.
Very truly yours,
SABO & GREEN
A Professional Corporation
Timothy J. abo
ACCEPTED AND AGREED TO:
CITY OF SAN BERNARDINO
By
Its
Date:
P:\APPS\WPDATA\SBEO\0166-02\DOC\001-1.WPD
AGREEMENT FOR LEGAL SERVICES
This AGREEMENT is made and entered into this day of , 19 ,
by and between the CITY OF SAN BERNARDINO, California, a municipal corporation,
hereinafter referred to as the "CITY" and SABO & GREEN, a Professorial Law Corporation,
hereinafter referred to as "BOND COUNSEL"
RECITALS
WHEREAS, the CITY desires to initiate proceedings for the formation of an Assessment
District ("DISTRICT") pursuant to the provisions of the Municipal Bond Improvement Act of
1913, Division 12 of the Streets and Highways Code and the Improvement Bond Act of 1915,
Division 10 of said Streets and Highways Code for the purposes of financing certain fees for the
construction of certain public improvements; and
WHEREAS, the CITY desires to retain the services of BOND COUNSEL relative to the
preparation of resolutions, notices, bond forms and other documents required in the proceedings
and issue their legal opinion or opinions as to the validity of the proceedings and necessary
documents.
NOW, THEREFORE, it is mutually agreed upon as follows:
1. SCOPE OF SERVICES
BOND COUNSEL shall perform those services specified in retainer letter and proposal of
services, dated November 24, 1999 , a copy of which is attached hereto as Exhibit"A" ,
and as directed by the CITY of San Bernardino.
2. TERM OF AGREEMENT
The services of BOND COUNSEL are to commence after the CITY has authorized work to
start by issuance of a Notice to Proceed. This Agreement shall expire upon the successful
completion of the sale of Bonds and completion of the DISTRICT, including the filing and
recording of assessments or upon termination of proceedings.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 2
3. STANDARD OF PERFORMANCE
BOND COUNSEL shall complete all work product and design in conformance with
applicable local and state laws.
4. CHANGES/EXTRA SERVICES
A. Performance of the work specified in the Proposal is made an obligation of BOND
COUNSEL under this Agreement, subject to any changes made subsequently upon
mutual written agreement of the parties. Any change which has not been so
incorporated shall not be binding on either party.
5. COMPENSATION
The CITY shall reimburse the BOND COUNSEL for actual costs (including labor costs,
employee benefits, overhead, profit, other direct and indirect costs) incurred by the
BOND COUNSEL in performance of the work, in an amount not to exceed $15.000.00.
plus expenses, as described in Exhibit"A". In the event this Agreement is terminated
prior to the completion of the DISTRICT, the CITY shall reimburse BOND COUNSEL
at the rate of$175 per hour for all attorney hours, plus expenses, and as more fully set
forth in the attached Exhibit"A".
B. Said compensation shall not be altered unless there is significant alteration in the scope,
complexity or character of the work to be performed. Any adjustment of the total cost of
services will only be permitted when the BOND COUNSEL establishes and CITY has
agreed, in writing, that there has been, or is to be, a significant change.
6. PAYMENT BY CITY
A. The billings for all services rendered pursuant to this Agreement shall be submitted
monthly by BOND COUNSEL to CITY and shall be paid by CITY within thirty(30)
days after receipt of same, excepting any amounts disputed by CITY. All tasks as
specified in proposal shall be completed prior to final payment.
7. SUPERVISION AND ACCEPTANCE OF SERVICES
A. The Director of Development Services of the CITY, or his designee, shall have the
right of general supervision over all work performed by BOND COUNSEL and shall be
CITY's agent with respect to obtaining BOND COUNSEL's compliance hereunder.
No payment for any services rendered under this Agreement shall be made without prior
approval of the Director of Development Services Works or his designee.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 3
8. COMPLIANCE WITH CIVIL RIGHTS LAWS AND AMERICANS WITH
DISABILITIES ACT
BOND COUNSEL hereby certifies that it will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, marital status, national
origin or disability. BOND COUNSEL's hiring practices and employee policies shall
comply with all applicable Federal, State and local laws. Such action shall include, but not
be limited to, the following: Recruitment and recruitment advertising, employment,
upgrading, and promotion. In addition, BOND COUNSEL shall not exclude from
participation under this Agreement any employee or applicant for employment on the basis
of age, handicap, disability or religion in compliance with State and Federal laws.
9. TERMINATION OF AGREEMENT
A. This agreement may be terminated by either party upon thirty (30) days written notice in
the event of substantial failure of the other party to perform in accordance with the
terms of this Agreement. Each party shall have twenty (20) days following date of such
notice within which to correct the substantial failure giving rise to such notice. BOND
COUNSEL hereby covenants and agrees that upon termination of this Agreement for
any reason, BOND-COUNSEL will preserve and make immediately available to CITY,
or its designated representatives, maps, notes, correspondence, or records related to
work paid for by the CITY and required for its timely completion, and to fully
cooperate with CITY so that the work to be accomplished may continue. Any
subsequent use of such incomplete documents shall be at the sole risk of the CITY and
CITY agrees to hold harmless and indemnify BOND COUNSEL from any claim, losses,
costs, including Attorney's fees, and liability arising out of such use.
B. This agreement may be terminated for the convenience of the CITY upon thirty (30)
days written notice to BOND COUNSEL. Upon such notice, BOND COUNSEL shall
provide work product to CITY and CITY shall compensate BOND COUNSEL in the
manner set forth above.
C. Following the effective date of termination of this Agreement pursuant to this Section,
the Agreement shall continue until all obligations arising from such termination are
satisfied.
10. CONTINGENCIES
In the event that, due to causes beyond the control of and without the fault or negligence of
BOND COUNSEL, BOND COUNSEL fails to meet any of its obligations under this
Agreement, and such failure shall not constitute a default in performance, and the CITY
may grant to BOND COUNSEL such extensions of time and make other arrangements or
additions, excepting any increase in payment, as may be reasonable under the
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 4
circumstances. Increases in payment shall be made only under the "changes" provision of
this Agreement.
11. INDEPENDENT CONTRACTOR
BOND COUNSEL shall act as an independent contractor in the performance of the services
provided for under this Agreement. BOND COUNSEL shall furnish such services in its own
manner and in no respect shall it be considered an agent or employee of CITY.
12. ASSIGNMENT OR SUBCONTRACTING
Neither this Agreement, nor any portion thereof, may be assigned by BOND COUNSEL
without the written consent of CITY. Any attempt by BOND COUNSEL to assign or
subcontract any performance of this Agreement without the written consent of the CITY
shall be null and void and shall constitute a breach of this agreement. All subcontracts
exceeding $10,000, shall contain all provisions of this Agreement.
13. NOTICES
All official notices relative to this Agreement shall be in writing and addressed to the
following representatives of BOND COUNSEL and CITY:
BOND COUNSEL: CITY:
Timothy J. Sabo Michael E. Hays
SABO & GREEN Director of Development Services
201 N. "E" Street 300 North "D" Street
San Bernardino, CA 92401 San Bernardino, CA 92418
14. RESPONSIBILITIES OF PARTIES
A. Upon completion of all work under this Agreement, BOND COUNSEL will transfer
ownership and title to CITY of all documents relative to the formation of the
DISTRICT.
15. HOLD HARMLESS CLAUSE
BOND COUNSEL hereby agrees to hold CITY, its elective and appointive boards, officers,
and employees,harmless from any liability for damage or claims for damage for personal
injury including death, as well as from claims for property damage,which may arise from
BOND COUNSEL's negligent acts, errors or omissions under this Agreement.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 5
16. INDEMNITY
BOND COUNSEL shall indemnify, defend and hold harmless CITY from and against any
and all claims, demands, suits, actions, proceedings,judgments, losses, damages, injuries,
penalties, costs, expenses (including attorneys' fees) and liabilities, of, by, or with respect to
third parties, which arise from BOND COUNSEL's negligent acts, error or omissions under
this Agreement. BOND COUNSEL shall not be responsible for, and CITY shall indemnify,
defend and hold harmless BOND COUNSEL from and against, any and all claims,
demands, suits, actions, proceedings,judgments, losses, damages, injuries,penalties, costs,
expenses (including attorneys' fees) and liabilities of, by or with respect to third parties,
which arise solely from the CITY's negligence. With respect to any and all claims,
demands, suits, actions, proceedings,judgments, losses, damages, injuries,penalties, costs,
expenses (including attorneys' fees) and liabilities of, by or with respect to third parties,
which arise from the joint or concurrent negligence of BOND COUNSEL and CITY, each
party shall assume responsibility in proportion to the degree of its respective fault.
17. LIABILITYANSURANCE
BOND COUNSEL shall maintain the following types of insurance with limits as shown:
A. Workers Compensation as required by the laws of the State of California, including
Employment Liability with$250,000 limits covering all persons providing service on
behalf of BOND COUNSEL and all risks to such persons under this Agreement. BOND
COUNSEL shall require its Workers Compensation carrier to waive all rights of
subrogation against the CITY and its officers and employees and any others for whom
services are being provided under this Agreement.
B. Comprehensive General and Automobile Liability Insurance coverage to include
contractual coverage and automobile coverage for owned, hired and non-owned vehicles.
The policy shall have at least a combined single limit of$1,000,000 for bodily injury
and property damage.
C. Professional Liability Insurance with limits of at least$1,000,000 per claim. In lieu of
naming the CITY as an additional insured,the policy may be endorsed as follows:
"Insurance coverage afforded by this policy shall also apply to the liability assumed
by the Insured under the Agreement with the CITY OF SAN BERNARDINO for
legal services, provided such liability results from an error, omission or negligent
act of the insured, its officers, employees, agents or subcontractors. All other
provisions of this policy are to remain unchanged."
BOND COUNSEL shall furnish certificates of insurance and certified copies of all policies
and endorsements to the Development Services Department, Real Property Section,
evidencing the insurance coverage above required prior to the commencement of
performance of services hereunder, which certificates shall provide that such insurance shall
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 6
not be terminated or expire without thirty (30) days written notice to the Development
Services Department, Real Property Section, and shall maintain such insurance from the
time BOND COUNSEL commences performance of services hereunder until the completion
of such services.
All policies, with respect to the insurance coverage above required, except for the Workers
Compensation insurance coverage and professional liability coverage, if applicable, shall
obtain additional endorsements naming the CITY and all parties represented under this
Agreement, their employees, agents, volunteers and officers as additional named insured
with respect to liabilities arising out of the performance of services hereunder.
All policies required above are to be primary and non-contributing with any insurance or
self-insurance programs carried or administered by the CITY or other parties represented
under this Agreement.
�Y
18. ATTORNEY'S FEES
The prevailing party in any legal action to enforce or interpret any provisions of this
Agreement will be entitled to recover from the losing party all attorneys' fees, court costs,
and necessary disbursements in connection with that action. The costs, salary, and expenses
of the CITY Attorney, and members of his office, in connection with that action shall be
considered as attorneys' fees for the purpose of this agreement.
19. VALIDITY
Should any provision herein be found or deemed to be invalid, this Agreement shall be
construed as not containing such provision, and all other provisions which are otherwise
lawful shall remain in full force and effect, and to this end the provisions of this Agreement
are declared to be severable.
20. ENTIRE AGREEMENT
This Agreement represents the entire and integrated understanding between the parties
hereto and supersedes all prior and contemporaneous negotiations, representations,
understandings and agreements, whether written or oral, with respect to the subject matter
thereof. This Agreement may be amended only by written instrument signed by both
parties.
Agreement for Legal Services—Assessment District 1026---SABO& GREEN. Page 7
BOND COUNSEL: CITY OF SAN BERNARDINO,
a municipal corporation
SABO & GREEN
By: By:
JUDITH VALLES, Mayor
Approved as to form and ATTEST:
legal content.
JAMES F.PENMAN,
City Attorney City Clerk
By: � ? -�
SABO & GREEN
ATTORNEYS AT LAW
A PR(VSSIONAL CORPORATION
23801 CALABASAS ROAD 201 NORTH"E"STREET 35-325 DATE PALM DRIVE
SUITE 1015 SUITE 300 SUITE 232
CALABASAS,CALIFORNIA 91302 SAN BERNARDINO,CALIFORNIA 92401 CATHEDRAL CITY,CALIFORNIA 92234
(818)704-0195 (909)383-9373 (760)770-0873
FAX(818)704-4729 FAX(909)383-9378 FAX(760)770-1724
INTERNET:www.sabogreen.com
DIRECT E-MAIL ADDRESS:
tsaboa_sabogreen.com
November 24, 1999
Mike Hays
Director of Development Services
City cf San Bernardino
300 North "D" Street, Third Floor
San Bernardino, California 92418
Re: Retainer Letter-Bond Counsel Services
Proposed Century Crowell Communities Assessment District
Dear Mr. Hays:
We are pleased to submit this proposal to serve the City of San Bernardino (the
"City")as bond counsel in connection with a special assessment district financing (the"Financing")
sought by Century Crowell Communities (the "Assessment District Petitioner")to specially benefit
the residential subdivision and improvement of certain lands which the Assessment District
Petitioner is under contract to acquire, including the property known as Arrow Vista (Tract Map
Nos. 11261 and 13822) and Sterling Heights (Tract Map No. 10260) in the City.
In our capacity as bond counsel for the Financing requested by the Assessment
District Petitioner, we will provide guidance, advice and representation to the City in connection
with any and all legal issues and problems arising with regard to the Financing. Additionally, we
will prepare the legal documentation, including legal notices and resolutions of the Mayor and
Common Council necessary for the Financing, and when all conditions precedent have been
satisfied, we will render the bond opinion at the time of close of the Financing. To the extent
deemed necessary, we will attend all meetings in connection with the Financing.
For the bond counsel services set forth above,or as subsequently directed by the City,
we shall be paid a fee of$15,000, plus expenses upon closing of the Financing;provided, however,
that if the transaction is not consummated for any reason,we shall be compensated at a rate of$175
per hour for all attorney hours, plus expenses; and provided,further, that in the event the Financing
has not closed on or before the date which is six months from the date of adoption by the Mayor and
EXHIBIT"A"
Mike Hays
November 24, 1999
Page 2
Common Council of the resolution of intention initiating the improvements and assessment
requested by the Assessment District Petitioner,we shall be compensated at the hourly rate set forth
above for all attorney hours. plus expenses, until the close or suspension by the City of the
Financing, and in either such event whether or not the fee so earned may exceed $15,000.
In the event the Financing has not closed on or before the date which is six (6)
months from the date of adoption by the Mayor and Common Council of such resolution of intention
as relates to the Financing,we will,within thirty (30) days thereafter, send the City a statement for
payment reflecting the attorney hours plus expenses as billable to that date. We will thereafter send
monthly statements to the City for legal fees and expenses incurred on the City's behalf in connection
with-the Financing until final close or suspension of the Financing.
As far as expenses are concerned, please be informed that we charge for database
searches, secretarial overtime when required by the urgency of a client's matter, long distance
telephone calls, special deliveries and other similar items. All such charges are billed at or below
our estimated cost. We also charge for duplicating and providing copies of documents (currently
$0.25 per page)and facsimile transmission(currently incoming $1.00 per page and outgoing $2.00
first page and$1.00 per page thereafter). Our schedule of charges for expenses changes from time-
to-time to reflect inflation and other factors. Those changes apply prospectively to all matters then
being handled by the firm.
Our billing practices reflect our desire to deal fairly with our clients in this as in all
other aspects of our relationship. We welcome the opportunity to be retained by the City, and
assuming this letter is acceptable to the City, we look forward to providing bond counsel services
to the City in connection with the proposed Financing.
Mike Hays
November 24, 1999
Page 3
If the terms of this retainer letter are acceptable to the City and reflect its
understanding and agreement, please have the appropriate authorized officer sign and return to the
undersigned the enclosed extra copy of this letter.
Very truly yours,
SABO & GREEN
A Professional Corporation
�a
Timothy J. KL
ACCEPTED AND AGREED TO:
CITY OF SAN BERNARDINO
By
Its
Date:
PA\APPS\W PDATA\SBEO\0166-02`,DOC\001-I.WPD
AF R, -13' UU (l'HU) 09: 17 CENTURY CROWELL CUMMUNITIhS TEL: 909 885 6M 1'. 00
CENTURY HOMES
Century Crowell Communities
o
1v
April 13, 2000
Via Facsimile Transmission (909) 384-5155
Les Fogassy
City of.San Bemardino
300 North "D" Street
San Bernardino, California 92418
Re: City Council Meeting —April 17, 2000
Proposed Assessment District for City of San Bernardino
Dear Les:
Pursuant to our conversation, the purpose of this letter is to request a
continuance of the proposed action by the City Council to retain consultants for
our proposed Assessment District to the next scheduled Council meeting after
April 17.
We have determined that additional time is needed in order to finalize on the land
purchases.
Sincerely,
CENTURY CROWF-LL COMMUNITIES, LP
CENTURY HOMES COMMUNITIES
-Z�' r
Ernest O. Vincent
Vice President, Corporate Legal Entered intn Record at
l ijk ClerkICOC Secy
City iA Safi 6.4faii(diflu
1535 South "D" Street, Suite 200 San Bernardino, CA 92408
(909) 381-6007 •FAX (909) 381-0041
AYR. -13' UU (ThU) U9: 17 GENTURY GRUWELL GUMMUNITIE5 TEL: 909 885 5005 P. 001
CENTURY HONES
Century Crowell Communities
N�_:ft Z
April 13, 2000
Via Facsimile Transmission (909) 384-5155
Les Fogassy
City of San Bernardino
300 North "D" Street
San Bernardino, California 92418
Re: City Council Meeting —April 17, 2000
Proposed Assessment District for City of San Bernardino
Dear Les:
Pursuant to our conversation, the purpose of this letter is to request a
continuance of the proposed action by the City Council to retain consultants for
our proposed Assessment District to the next scheduled Council meeting after
April 17.
We have determined that additional time is needed in order to finalize on the land
purchases,
Sincerely,
CENTURY CROWELL COMMUNITIES, LP
CENTURY HOMES COMMUNITIES
_Z�' rl�F
Ernest 0. Vincent Entered into Record at A I
Vice President, Corporate Legal CaeinriiiCmyDevCms Alltg: '
re Agenda Item .
City ClerkICOC Sect'
City of Sall l3efoardino
1535 South "D" Street, Suite 200• San 13ernardino, CA 92408
(909) 391-6007 -FAX (909) 381-0041