HomeMy WebLinkAbout2017-1371
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RESOLUTION NO. 2017-137
RESOLUTION OF THE MAYOR AND CITY COUNCIL ACTING AS THE SUCCESSOR
AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, APPROVING THE FY 2017-18 VENDOR SERVICES
AGREEMENT WITH URBAN FUTURES, INC., AND APPROVING CERTAIN RELATED
ACTIONS
WHEREAS, pursuant to Health and Safety Code (the "HSC") § 34172 (a) (1), the I
Redevelopment Agency of the City of San Bernardino was dissolved on February 1, 2012; and
WHEREAS, consistent with the provisions of the HSC, on January 9, 2012, the Mayor and
City Council of the City of San Bernardino elected to serve in the capacity of the Successor Agency
to the Redevelopment Agency of the City of San Bernardino (the "Successor Agency"); and
WHEREAS, through a series of professional and vendor services agreements and)
amendments to said agreements, Urban Futures, Inc. (the "UFI") has assisted the Successor Agency)
in winding -down the former Redevelopment Agency of the City of San Bernardino on a time and)
materials basis subject to a financial cap since 2012; and
WHEREAS, the Successor Agency now requires additional professional services to assist)
in winding -down the former Redevelopment Agency of the City of San Bernardino during fiscal)
year 2017-18, as more particularly described in Vendor Services Agreement (the "FY 2017-18
Vendor Services Agreement"), a copy of which is included as Exhibit "A" attached hereto; and
WHEREAS, the costs for the Vendor's services have been considered admi
expenses and have been funded from residual funds available from the Successor Agency's
administrative allocation derived from its Recognized Obligation Payment Schedule; and
WHEREAS, the Successor Agency has sufficient financial resources to fund the costs
services pursuant to the FY 2017-18 Vendor Services Agreement and its other administrative and
program costs; and
WHEREAS, this Resolution will approve FY 2017-18 Vendor Services
between the Successor Agency and UFI and authorize certain related actions; and
WHEREAS, this Resolution has been reviewed with respect to applicability of the
California Environmental Quality Act (the "CEQA"), the State CEQA Guidelines (California Code
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I of Regulations, Title 14, § 15000 et seq., hereafter the "CEQA Guidelines"), and the City's
environmental guidelines; and
WHEREAS, this Resolution does not constitute a "project" for purposes of CEQA, as that
term is defined by CEQA Guidelines § 15378, because this Resolution is an organizational or
administrative activity that will not result in a direct or indirect physical change in the environment,
per § 15378 (b) (5) of the CEQA Guidelines; and
WHEREAS, all of the prerequisites with respect to the approval of this Resolution have
been met.
NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL
ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO AS FOLLOWS:
Section 1. The foregoing Recitals are true and correct and are a substantive part of this
Resolution.
Section 2. The FY 2017-18 Vendor Services Agreement, attached hereto as Exhibit "A", is
hereby approved.
Section 3. On behalf of the Successor Agency, the City Manager, or his designee, in the
capacity as Executive Director of the Successor Agency, is authorized and directed to: i) execute
the FY 2017-18 Vendor Services Agreement in substantially the form presented; and ii) take such
other actions and execute such other documents as are necessary as may otherwise be required to
fulfill the intent of this Resolution.
Section 4. This Resolution is not a "project" for purposes of CEQA, as that
term is defined by Guidelines § 15378, because this Resolution is an organizational or
administrative activity that will not result in a direct or indirect physical change in the environment,
per § 15378 (b) (5) of the Guidelines.
Section 5. This Resolution shall take effect in the manner as required by the City
Charter and San Bernardino Municipal Code.
FSH
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RESOLUTION OF THE MAYOR AND CITY COUNCIL ACTING AS THE
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, APPROVING THE FY 2017-18 VENDOR SERVICES
AGREEMENT WITH URBAN FUTURES, INC., AND APPROVING CERTAIN RELATED
ACTIONS
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
City Council of the City of San Bernardino at a Joint Regular Meeting thereof, held on the 19th
of July 2017, by the following vote, to wit:
Council Members:
MARQUEZ
BARRIOS
VALDIVIA
SHORETT
NICKEL
RICHARD
MULVIHILL
AYES NAYS ABSTAIN ABSENT
X(S)
X
X
XM
X
X
X
c
Georgeann anna, CMC Cit Clerk
The foregoing Resolution is hereby approved this 19th day of July 2017.
1 '
r�Llit .�
R. Carey Davi , Mayor
City of San Bernardino
Approved as to form:
Gary D. Saenz, City Attorney
By:
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FY 2017-18 Vendor Services Agreement
by and between
The Successor Agency to the Redevelopment Agency
of the
City of San Bernardino
and
Urban Futures, Inc., a California corporation
(See Attachment)
4
EXHIBIT "A" I
'
FY 2017-18 Vendor Services Agreement Between the
Successor Agency to the Redevelopment Agency of the City of San Bernardino
and Urban Futures, Inc. for Redevelopment Wind -Down Services
This Vendor Service Agreement (the "Agreement") is entered into this 19ffi day of July,
2017 by and between the Successor Agency to the Redevelopment Agency of the City of San
Bernardino (the "Successor Agency") and Urban Futures, Inc., (the "Vendor"). Individually,
Successor Agency and Vendor may herein be referred to as a Party and collectively, the Vendor and
the Successor Agency may herein be referred to as the Parties.
WITNESSETH:
WHEREAS, through a series of professional and vendor services agreements and
amendments to said agreements, Vendor has assisted the Successor Agency in winding -down the
former Redevelopment Agency of the City of San Bernardino on a time and materials basis subject
to a financial cap since 2012; and
WHEREAS, the Vendor has provided a variety of program management and general
services to the Successor Agency (the "Vendor Services") related to winding -down the former
redevelopment agency on a time and materials basis subject to a financial cap; and
WHEREAS, the Successor Agency now requires additional professional services to assist in
winding -down the former Redevelopment Agency of the City of San Bernardino during fiscal year
2017-18; and
WHEREAS, the Successor Agency has determined that it is advantageous and in the best
interest of the Successor Agency to contract for specialized consulting services from Vendor with
respect to continued redevelopment wind -down services during fiscal year 2017-18; and
WHEREAS, the costs for the Vendor's services have been considered administrative
expenses and have been funded from residual funds available from the Successor Agency's
administrative allocation derived from its Recognized Obligation Payment Schedule; and
WHEREAS, the Successor Agency has sufficient financial resources to fund Vendor's costs
for services pursuant to this Agreement; and
WHEREAS, Vendor confirms that it is ready and capable of providing redevelopment wind -
down services to Successor Agency pursuant to this Agreement.
NOW, THEREFORE, the Parties hereto agree as follows:
Page 2
1. SCOPE OF SERVICES.
For the remuneration stipulated herein, the Successor Agency hereby engages the Vendor to
provide the fiscal year 2017-18 Vendor Services, the scope of which is more particularly
described in Exhibit "A", attached hereto and incorporated herein.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the Successor Agency, upon presentation of an
invoice, shall pay the Vendor up to the amount of $431,100 for the services and
expenses set forth in Exhibit "A", attached hereto and incorporated herein.
b. No other expenditures by Vendor shall be reimbursed by the Successor Agency.
3. TERM; TERMINATION.
The term of this Agreement shall commence as of July 1, 2017 (the "Effective Date") and
shall continue for a period not to exceed June 30, 2018.
This Agreement may be terminated at any time by thirty (3 0) days' written notice by either
Party. The terms of this Agreement shall remain in force unless mutually amended. The
duration of this Agreement may be extended with the written consent of both parties.
4. INDEMNITY.
Vendor agrees to and shall indemnify and hold the Successor Agency, City of San
Bernardino ("City"), their elected officials, employees, agents or representatives, free and
harmless from all claims, actions, damages and liabilities of any kind and nature arising
from bodily injury, including death, or property damage, based or asserted upon any actual
or alleged act or omission of Vendor, its employees, agents, or subcontractors, relating to
or in any way connected with the accomplishment of the work or performance of services
under this Agreement, unless the bodily injury or property damage was actually caused by
the sole negligence of the Successor Agency, City, its elected officials, employees, agents or
representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at
its own expense, including attorney's fees, the Successor Agency, City, its elected officials,
employees, agents or representatives from any and all legal actions based upon such actual
or alleged acts or omissions. Vendor hereby waives any and all rights to any types of
express or implied indemnity against the Successor Agency, City, its elected officials,
employees, agents or representatives, with respect to third party claims against the Vendor
relating to or in any way connected with the accomplishment of the work or performance of
services under this Agreement.
5. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement, Vendor
shall maintain in effect policies of comprehensive public, general and automobile liability
insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's
VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2017-18
Page 3
compensation coverage, and shall file copies of said policies with the City's Risk Manager
prior to undertaking any work under this Agreement. Successor Agency and City shall be
set forth as an additional named insured in each policy of insurance provided hereunder.
The Certificate of Insurance furnished to the City shall require the insurer to notify City of
any change or termination in the policy.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
Vendor shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national
origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual
gender or sexual orientation, or any other status protected by law, except as permitted
pursuant to Section 12940 of the California Government Code.
7. INDEPENDENT CONTRACTOR.
Vendor shall perform work tasks provided by this Agreement, but for all intents and
purposes Vendor shall be an independent contractor and not an agent or employee of the
Successor Agency or City. Vendor shall secure, at its expense, and be responsible for any
and all payment of Income Tax, Social Security, State Disability Insurance Compensation,
Unemployment Compensation, and other payroll deductions for Vendor and its officers,
agents, and employees, and all business licenses, if any are required, in connection with the
services to be performed hereunder.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
Vendor warrants that it possesses or shall obtain, and maintain a City of San Bernardino
business registration certificate and any other licenses, permits, qualifications, insurance and
approval of whatever nature that are legally required of Vendor to practice its business or
profession.
9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE SUCCESSOR AGENCY:
City Manager
City of San Bernardino
290 North D Street, 3rd Floor
San Bernardino CA 92401
TO THE VENDOR:
Michael Busch, CEO
Urban Futures, Inc.
17821 E. 17'x' Street, Suite 245
Tustin, CA 92780
VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2017-18
Page 4
10. ATTORNEYS' FEES
In the event that litigation is brought by any Party in connection with this Agreement, the
prevailing Party shall be entitled to recover from the opposing Party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing Party in the exercise of any
of its rights or remedies hereunder or the enforcement of any of the terms, conditions or
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
office in enforcing this Agreement on behalf of the Successor Agency and City shall be
considered as "attorneys' fees" for the purposes of this paragraph.
11. ASSIGNMENT.
Vendor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all
or any part of the Vendor's interest in this Agreement without the Successor Agency's prior
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be
void and shall constitute a breach of this Agreement and cause for the termination of this
Agreement. Regardless of Successor Agency's consent, no subletting or assignment shall
release Vendor of Vendor's obligation to perform all other obligations to be performed by
Vendor hereunder for the term of this Agreement.
12. VENUE.
The Parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of
California, Riverside Division. The aforementioned choice of venue is intended by the
Parties to be mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the Parties to this Agreement
and their respective heirs, representatives, successors, and assigns.
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
provisions.
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to be
invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in
VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2017-18
Page 5
any other circumstance, and the remaining provisions of this Agreement shall remain in full
force and effect.
17. REMEDIES; WAIVER
All remedies available to either Party for one or more breaches by the other Party are and
shall be deemed cumulative and may be exercised separately or concurrently without waiver
of any other remedies. The failure of either Party to act in the event of a breach of this
Agreement by the other shall not be deemed a waiver of such breach or a waiver of future
breaches, unless such waiver shall be in writing and signed by the Party against whom
enforcement is sought.
18. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the Parties,
and supersedes any prior agreements and understandings relating to the subject manner of
this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all Parties to this Agreement.
IN WITNESS THEREOF, the Parties hereto have executed this Agreement on the day and
date set forth below.
Dated: w , 2017
Dated: 444,LS, 2017
Approved as to Form:
Gary D. Saenz, City Attorney �r+
By:t dL�
SUCCESSOR AGENCY TO THE REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO
BY: A��
City Manager/Executive Director
VENDOR
BY:
Jti
Michael P. Busch, CEO
ATTEST:
��
Georgeann H , CMC, City 6r --k
VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2017-18
Page 6
EXHIBIT "A"
I. SCOPE OF VENDOR SERVICES
A. Summary of Proeram Manaeement Services
The following outline represents a select group of high-priority activities that Urban Futures, Inc. ("UFI") is
currently engaged in. There are a multitude of other activities, many of which are supportive of the below -
listed items that UFI assists the Successor Agency with on an on-going basis. In addition, many of the items
listed below require cooperation and/or approvals from third -parties, which may or may not occur or occur
in a timely way. Accordingly, the scope of the services listed below is subject to modification for a variety
of reasons. The numbering protocol used in the outline below is provided for convenience of reference only
and does not reflect priority sequence.
1. Prepare and process for approval Recognized Obligation Payment Schedule (the "ROPS") 18-19 A & B
(Combined) consistent with the procedures and application deadlines applicable thereto.
2. Assist in the implementation of the Successor Agency's Property Disposition Strategy including, but not
limited to:
a) Assist the Successor Agency with managing its portfolio of "for sale" properties. Together with
staff and the Successor Agency's listing real estate broker, this will include negotiating sales
prices, justifying sales prices, negotiation purchase and sale agreements, processing purchase
and sale agreements for approval through the Successor Agency and/or City, Oversight Board
and DOF, managing escrow and title company matters and ensuring the proper disposition of net
land sales proceeds through the County Auditor -Controller; and
b) Assist the Successor Agency with the preparation and promulgation of requests for proposals
from real estate developers for selected future development sites, assist in evaluating developer
proposals, recommending developer selections, negotiating exclusive rights of negotiation
("ERN"), negotiating disposition and development agreements ("DDA"), processing ERNS and
DDAs for Successor Agency and/or Mayor and City Council approvals, managing the Successor
Agency's and/or City's obligations pursuant to the ERNS and DDAs and preparing and
processing Compensation Agreements with the taxing entities as may be required.
3. Assist City staff with respect to the ERN related to the Arden -Guthrie site, which will include
reconciliation of site valuation, development agreements, an agreement with the County Workforce
Development Department, DOF's approval and resolution of HUD matters related to the release of a
Section 108 loan lien on the Arden -Guthrie site and concurrence relative to the process for confirming
the Low- and Moderate Income (the "LMI") eligible job applicants.
4. Assist City staff with respect to the operation and transfer of ownership to third parties of the California
and Sturges Theatres.
5. Prepare and process for approval the Compensation Agreements necessary to transfer the six (6)
remaining future development properties to third -party entities. In some cases, meetings and/or
workshops with the taxing entities may be needed to ensure that they understand the complexities that
may affect the amount and timing of compensation.
Assist in the management of the Carousel Mall's tenant relocation plan and assist in preparing and
managing the Carousel Mall's physical closure, maintenance and security plan, including the transition
of maintenance and security responsibilities to the appropriate City departments.
VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2017-18
Page 7
7. Assist City staff to finalize and process for approval the agreements needed to transfer the Theater
Square sites and Carousel Mall sites to third parties for development. Among other things, this will
involve coordinating with the City/Developer working group associated with this project and third -party
property owners and component developers.
8. Assist City staff with respect to the removal of property from the property tax rolls and property tax
cancellations for all Successor Agency properties included in LRPMP and those related to the LMIRF
transfers from AHS and the SBEDC.
9. Assist the Successor Agency in reconciling conditional performance-based payments due to Waterman
Holdings and negotiating a level payment plan for current and future ROPS (i.e., EO No. 24), which will
contribute to permitting the Successor Agency to seek a Last and Final ROPS.
10. Assist City staff with respect to the selection of eligible projects and management of funding from the
2010 A and B Tax Allocation Bonds per the Bond Expenditure Agreement.
11. Subject to meeting the statutory eligibility requirements, prepare and process for approval a Last and
Final ROPS consistent with the procedures and application deadlines applicable thereto.
12. Assist the Successor Agency with any related tasks as may be requested by staff.
B. Summary of General Services
Urban Futures, Inc. provides the Successor Agency with professional services within the seven general
service categories described below:
1. Policy: Policy development services related tc
including, but not limited to planning, strategies,
program development (e.g., in conjunction with
office and special counsels).
the overall management of the Successor Agency
fiscal feasibility, funding/financing strategies, and/or
the City Manager, Mayor's office, City Attorney's
2. Collaboration: Participating in formal and informal planning, strategy and/or project management
discussions, negotiations and presentations with staff, clients, community officials, local or state
government agencies, and others.
3. Reports: Researching, preparing, reviewing evaluating and/or submitting reports, forms, spreadsheets
and any other written documentation that may be required by the Successor Agency, its Oversight
Board, the California Department of Finance ("DOF"), County Auditor -Controller ("CAC"), City
Manager, the Mayor and City Council, the City Attorney's office, the Finance Department, special
counsels, or other entities.
4. Representation: Providing oral presentations that may be required by the Successor Agency, the
Oversight Board, the California Department of Finance, County Auditor -Controller, County Assessor,
County Counsel or other entities.
5. Compliance/Implementation: Perform any compliance and/or implementation related tasks and/or
services that may be required by the Successor Agency, its Oversight Board, the California Department
of Finance, County Auditor -Controller or other entities.
6. Documentation: With respect to the above described services, the listing below is an example of the
VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2017-18
Page 8
types of documents that may require preparation, processing, implementing or managing compliance
with respect to the wind -down of the former redevelopment agency.
a. Recognized Obligation Payment Schedules ("ROPS");
b. Meet and Confer Requests and Meetings
c. Meet and Review Requests and Meetings;
d. Final and Conclusive Enforceable Obligation Determinations;
e. Insufficient Funds Notifications;
f. Real property disposition procedures;
g. Financial management services; and
h. Debt restructuring services.
7. Other: Provide any other related service that staff may request.
II. COMPENSATION AND EXPENSES:
A. Professional Services Rates Schedule
Vendor shall carry out the Scope of Vendor Services on an actual time and materials basis, subject to the
financial cap specified in Section 2 of the Vendor Services Agreement, utilizing the following professional
services rate schedule:
Professional Staff Hourly Rates
Managing Principal $ 225.00
Senior Project Manager $ 120.00
Project Manager $ 75.00
B. Expenses
Costs for telephone, e-mail and facsimile expenses, postage and incidental photocopying and local travel are
included within the above noted Professional Service Rates Schedule. The professional services rate
schedule does not include out-of-pocket expenses that may be incurred during the accomplishment of the
Scope of Vendor Services. Out-of-pocket expenses include, but are not limited to, all other necessary
materials, supplies, services, printing, electronic data files, out of area travel, etc. All out-of-pocket expenses
shall be charged on an actual cost basis, plus 10%.
VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2017-18