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RESOLUTION (ID # 3787) DOC ID: 3787 B
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
Agreement/Contract Amendment
From: Allen Parker M/CC Meeting Date: 04/20/2015
Prepared by: Tunyu Romo, (909) 384=
5122
Dept: City Manager Ward(s): All
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing
the Execution of a Sixth Amendment to the Consultant Services Agreement Between
Urban Futures Inc. and the City of San Bernardino. (#3787)
Current Business Registration Certificate: Yes
Financial Impact:
Motion: Adopt the Resolution.
Synopsis of Previous Council Action:
June 4, 2012 - Resolution 2012-95 was approved authorizing an agreement for
$150,000.00 with Urban Futures LLC and the City of San Bernardino for Finance
Restructuring and Fiscal Services Analysis Services.
October 1, 2012 - Resolution 2012-241 was approved authorizing execution of an
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amendment#1 for $115,200.00 with Urban Futures LLC and the City of San Bernardino
for an interim Public Works Director.
October 1, 2012 - Resolution 2012-242 was approved authorizing execution of an
amendment#2 for $214,000.00 with Urban Futures LLC and the City of San Bernardino
for Finance Restructuring and Fiscal Services Analysis Services.
April 1, 2013 - Resolution 2013- 62 was approved authorizing execution of an
amendment #3 for $100,000.00 with Urban Futures LLC and the City of San Bernardino
for Finance Restructuring and Fiscal Services Analysis Services.
August 5, 2013 - Resolution 2614 was approved authorizing execution of an
amendment #4 for $600,000.00 with Urban Futures LLC and the City of San Bernardino
for Finance Restructuring and Fiscal Services Analysis Services.
August 18, 2014 - Resolution 3332 was approved authorizing execution of an
amendment#5 for $602,000.00 with Urban Futures LLC and the City of San Bernardino
for Finance Restructuring and Fiscal Services Analysis Services.
Background:
Updated: 4/16/2015 by Georgeann "Gigi" Hanna B Packet Pg. 50
5.E
3787
Activities related to the bankruptcy and demands placed on the City by various creditors
continue to keep both City staff and UFI expert witnesses busy. Discussions with
creditors and the City's bankruptcy counsel and the City Manager continue to progress.
The number and time required for court appearances and creditors meetings and
demand for documents cannot be predicted.
Moving forward, it is anticipated the need to continue to work closely with the City
Manager's office and legal counsel. Urban Future's work plan includes the preparation
of various financial models and service delivery analysis leading to the development of
the Plan of Adjustment, a comprehensive review of the City's unfunded obligations for
internal service funds, capital maintenance and vehicle / equipment replacement.
Financial:
Based on the anticipated workload to complete the City's plan of adjustment and
through the plan confirmation process, staff proposes to move forward under the current
hourly rates for Urban Futures with an additional amount of $375,000. The 2014-15
budget has sufficient resources to fund the additional services needed for the balance of
Fiscal Year 2014-15.
City Attorney Review:
Supporting Documents:
Sixth Amendment to UFI Agreement Reso (DOCX)
agrmt 3787 (PDF)
Scope of Work (DOCX)
Updated: 4/16/2015 by Georgeann "Gigi" Hanna B Packet Pg. 51
RESOLUTION NO.
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2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF A SIXTH
3 AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT BETWEEN
URBAN FUTURES INC. AND THE CITY OF SAN BERNARDINO. z°
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5 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
6 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
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7 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized and
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8 directed to execute on behalf of said City a Sixth Amendment to Consultant Services
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Agreement between Urban Futures Incorporated (UFI) and the City of San Bernardino c
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11 regarding Restructuring and Fiscal Analysis Services, a copy of which is attached hereto 3
12 marked Exhibit "A" and incorporated herein by reference as fully as though set forth at
13 length.
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14 SECTION 2. The Finance Department is hereby authorized to issue an amended M
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Purchase Order to Urban Futures Incorporated for consultant services to increase the amount
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by$375,000.00. E
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18 SECTION 3. The authorization granted hereunder shall expire and be void and of no C
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19 further effect if the Agreement is not executed by both parties and returned to the Office of the c
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20 City Clerk within sixty(60) days following the effective date of this Resolution.
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5.E.a
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A SIXTH
AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT BETWEEN
z URBAN FUTURES INC.AND THE CITY OF SAN BERNARDINO.
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4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
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5 and Common Council of the City of San Bernardino at a meeting M
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6 thereof,held on the day of , 2015,by the following vote, to wit: a
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8 Council Members: AYES NAYS ABSTAIN ABSENT N
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9 MARQUEZ U
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10 BARRIOS d
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VALDIVIA u
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SHORETT D
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14 NICKEL
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16 MULVIHILL
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Georgeann Hanna, City Clerk F
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20 The foregoing Resolution is hereby approved this day of 12015. E
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23 R. Carey Davis, Mayor N
City of San Bernardino
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Approved as to form: E
25 Gary D. Saenz, City Attorney o
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27 By:
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FPacket Pg. 53
D
I SIXTH AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN THl
2 CITY OF SAN BERNARDINO AND URBAN FUTURES,INC.REGARDING
3 RESTRUCTURING AND FISCAL ANALYSIS SERVICES
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5 THIS SIXTH AMENDMENT is made and entered into as of April 20, 2015, by ant
6 between the CITY OF SAN BERNARDINO, a charter city ("CITY") and URBAN FUTURES Z
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7 INC. ("CONSULTANT") as to restructuring and fiscal analysis services only. In consideratiol E
8 of the mutual covenants and conditions set forth herein,the parties agree as follows:
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9 1. This Amendment is made with respect to the following facts and purposes: a
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10 a. On June 4, 2012 CITY and CONSULTANT entered into a certain agreemen
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11 entitled "CONSULTANT SERVICES AGREEMENT" in the amount o: cc
12 $150,000 for consultant services, $86,000 of said$150,000 was specifically foi
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13 restructuring and fiscal analysis services and $64,000 of said $150,000 wa:
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14 specifically for Interim Public Works Director services. C
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15 b. On October 1, 2012 the CITY and CONSULTANT entered into the First 2
16 Amendment to Consultant Services Agreement Regarding Interim Public 00
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17 Works Director Services which increased the amount for those services only by
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18 $115,200.
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19 c. On October 1, 2012 the CITY and CONSULTANT entered into the Second o
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20 Amendment to Consultant Services Agreement Regarding Restructuring and
21 Fiscal Analysis Services which increased the amount for those services only by
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22 $214,000.
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24 d. On April 1,2013 the City and Consultant entered into the Third Amendment to
25 Consultant Services Agreement Regarding Restructuring and Fiscal Analysis
26 Services which increased the amount for these services by$100,000.00.
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I e. On August 5,2013 - Resolution 2614 was approved authorizing execution of
2 Fourth Amendment for $600,000.00 with Urban Futures LLC and the City c
3 San Bernardino for Finance Restructuring and Fiscal Services Analysi
4 Services.
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6 f. On August 18,2014-Resolution 3332 was approved authorizing execution of z
Fifth Amendment for$602,000.00 with Urban Futures LLC and the City of Sa
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Bernardino for Finance Restructuring and Fiscal Services Analysis Services.
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9 g. The parties now desire to increase the payment for restructuring and fisca 6
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10 analysis services in the amount of$375,000 and amend the Agreement as se N
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11 forth in this Amendment. v
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13 2. Section 2. Compensation of the Agreement is hereby amended to increase the
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14 amount by an additional$375,000.00.
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16 3. Except for the changes specifically set forth herein, all other terms and conditions o
17 the Agreement shall remain in full force and effect.
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5Eb }
1 SIXTH AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN THl
2 CITY OF SAN BERNARDINO AND URBAN FUTURES,INC. REGARDING
3 RESTRUCTURING AND FISCAL ANALYSIS SERVICES
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5 IN WITNESS THEREOF,the parties hereto have caused this Amendment to be executes .—
6 by and through their respective authorized officers, as of the date first above written. Z
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CITY OF SAN BERNARDINO, CONSULTANT
8 A Municipal Corporation E
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Allen Parker, City Manager Michael Busch,President
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12 APPROVED AS TO FORM:
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15 ry D. Saenz, City Attorney
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Financial Advisory Services: Scope of Work
In its role as financial advisor to the City of San Bernardino, Urban Futures is prepared
to continue to provide the following assistance at the direction of the City and its
counsel. In this capacity, our Advisory_ team:
• Evaluates liability restructuring alternatives, whether as an out-of-court
restructuring or a formal bankruptcy proceeding; Determines economic feasibility
of restructuring alternatives or prospects of City recovery or solvency; _
• Provides consultation to confirm the disclosure documents. `6
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Operational
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• Analyze City's fiscal operations and communication of findings to the City
Manager. Review cash flow budgets to understand and communicate cash E
needs and related monitoring of budget variances to creditors and court required
documents.
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Accounting and Reporting o
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• Review reports such as monthly cash reports for communication to creditors and
court required documents. L
• Communicate with creditors and other interested parties, as necessary. Appear
at court hearings, and, if necessary, testify. "-
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Litigation Support D
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• Review of pre-petition activity M
• Litigation support for any disputed items. Y
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• Expert testimony as required. °
• Provides complex forensic analysis as required. Attend court proceedings o
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In addition to the above on-going services, Urban Futures is prepared to initiate the °v
following assistance at the direction of the City and its counsel. In this capacity, our `"
Advisory team: E
Asset Analysis
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• If directed, evaluate the merits of asset retention as a function of fundamental
service delivery to the citizens/businesses If directed, evaluate the merits of
asset liquidation proposals (if any).
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Creditor Negotiations
• Facilitate creditor meetings and discussions;
• Develop creditor proposals for potential Plan inclusion
• Fvaliinte creditnr proposals
Plan of Adjustment
• Assist in the drafting of the City's Plan of Adjustment
• Analysis and review of City's Plan of Adjustment. o
• Restructuring analysis, if any, required for Plan.
• Evaluation of operational /financial consequences due to Plan proposals. CD
The proposed scope of work above is fundamental to the development of the City's 10
year financial forecast, which will precede the Plan of Adjustment and negotiations with
creditors. Listed below are the hourly rates for services proposed:
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Lead Financial Advisor: $245 0
Managing Principal / Financial Modeling: $195 U
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