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HomeMy WebLinkAbout*AGMT - Taussig, David & Associates (Pacific Gateway) t;Y 1 AGREEMENT BETWEEN THE CITY OF SEAL BEACH AND DAVID TAUSSIG & ASSOCIATES, INC. FOR FINANCIAL CONSULTING SERVICES IN THE ADMINISTRATION OF COMMUNITY FACILITIES DISTRICT NO. 2005 -01 THIS AGREEMENT is made by and between the City of Seal Beach (hereinafter called "CITY "), and David Taussig & Associates, Inc. (hereinafter called "CONSULTANT "). RECITALS A. CITY desires to engage a consultant to provide financial consulting services in the administration of Community Facilities District No. 2005 -01 ( "Project "). B. CONSULTANT represents that it has the necessary professional skills and experience to satisfactorily complete Project in a timely manner. NOW, THEREFORE, the parties agree as follows: Section 1. Scope of Services. (a) CONSULTANT shall perform the services described in Exhibit "A ", attached hereto and incorporated herein, in a manner satisfactory to City and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. (b) CONSULTANT shall retain all necessary sub - consultants subject to CITY's prior written approval to properly execute the work. The cost of such sub - consultants shall be at the CONSULTANT's expense. (c) CONSULTANT shall review, coordinate, and approve the work of all sub - consultants retained by CONSULTANT. CONSULTANT shall be responsible for all work performed by said sub - consultants (i) as complete, (ii) as meeting CITY's and CONSULTANT's requirements, and (iii) as if it had been performed by CONSULTANT. Section 2. Time of Performance. CONSULTANT shall perform the services described in Exhibit "A" on or by June 30, 2008 (the "Termination Date "). Section 3. Compensation. CITY agrees to compensate CONSULTANT, and CONSULTANT agrees to accept in full satisfaction for the services required by this Agreement the Consideration set forth in Exhibit "B -1 ", attached hereto and incorporated herein. Said Consideration shall constitute reimbursement of CONSULTANT'S fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable). CITY 1 S7296.0001.891451 • lir shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in Exhibit "B -2 ", attached hereto and incorporated herein. Section 4. Changes in Scope of Work. CITY shall have the right to order, in writing, changes in the scope of work or the services to be performed. Any changes in the scope of work requested by CONSULTANT must be made in writing and approved by both parties. Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY. Section 6. Assignment. This Agreement covers professional services of a specific and unique nature. CONSULTANT shall not assign or attempt to assign any portion of this Agreement without the prior written approval of CITY. Section 7. CONSULTANT: Responsible Principal. Andrea Roess, Senior Vice President, shall be the Responsible Principal for CONSULTANT's obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without the prior written consent of CITY. Section 8. CITY's Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents and other requested information as is available for the proper performance of CONSULTANT's services. Section 9. CITY Representative. The City Manager or his designee shall represent CITY in the implementation of this Agreement. Section 10. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT's services under this Agreement. Section 11. Conflicts of Interest. CONSULTANT agrees not to accept any employment or representation during the term of this Agreement which is or may likely make CONSULTANT "financially interested" (as provided in California Government Code Sections 1090 and 87100) in any decision made by CITY on any matter in connection with which CONSULTANT has been retained pursuant to this Agreement. 2 S7296.0001.891451 • • Section 12. Insurance. (a) CONSULTANT shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work by the CONSULTANT, his agents, representatives, employees or Sub - Consultants. Insurance shall be of the type, in the amounts and subject to the provisions described below. (1) Commercial general liability coverage at least as broad as Insurance Services Office Commercial General Liability occurrence coverage ( "occurrence" form CG0001, Ed. 11/88) with minimum limits of $1,000,000 per occurrence. If the insurance includes a general aggregate limit, that limit shall apply separately to this contract or it shall be at least twice the required per occurrence limit. (2) Business automobile liability insurance at least as broad as Insurance Services office form CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 "any auto" and endorsement CA 0029 (Ed. 12/88) with minimum limits of One Million Dollars ($1,000,000) per accident. (3) Workers Compensation insurance as required by the State of California and employers liability insurance with minimum limits of One Million Dollars ($1,000,000) per accident. (4) Professional Liability Insurance with minimum limits of One Million Dollars ($1,000,000). (b) Evidence of Coverage: (1) Prior to commencement of work under this Agreement, or within 14 days of notification of approval of Agreement, whichever is shorter, CONSULTANT shall file certificates of insurance with original endorsements evidencing coverage in compliance with this Agreement on the CITY's standard proof of insurance form, attached hereto as Exhibit "C" or on another form approved by CITY. (2) CONSULTANT shall make the insurance policy(ies) required by this Agreement, including all endorsements and riders, available to the CITY for inspection at CONSULTANT's office during regular business hours. (3) During the term of this Agreement, CONSULTANT shall maintain current valid proof of insurance coverage, with CITY at all times. Proof of renewals shall be filed prior to expiration of any required coverage and shall be provided on the CITY's standard proof of insurance form, Exhibit "C ", attached hereto and incorporated herein or on another form approved by CITY. 3 S7296.0001.891451 • • (4) Failure to submit any required evidences of insurance within the required time period shall be cause for termination or default. (5) The policy or policies required by this Agreement shall contain a clause that the insurance coverage will not be canceled without thirty (30) days prior written notice to the CITY. (6) In the event CONSULTANT does not maintain current, valid evidence of insurance on file with CITY, CITY may, at its option, withhold payment of any moneys owed to CONSULTANT, or which it subsequently owes to CONSULTANT, until proper proof is filed. (c) All insurance coverage shall be provided by insurers with a rating of A or better in the most recent edition of Best's Key Rating Guide, Property - Casualty Edition. (d) The insurance coverage shall not be canceled except after 30 days prior written notice provided to the CITY. Upon prior request of the carrier, the notice period may be reduced to 10 days in the event of non - payment of premium. (e) CONSULTANT's insurance and any insurance provided in compliance with Agreement, shall be primary with respect to any insurance or self - insurance programs covering the CITY, its City Council and any officer, agent or employee of CITY. (f) Where available, the insurer shall agree to waive all rights of subrogation against the CITY, its City Council and every officer, agent and employee of CITY. (g) Any deductibles or self - insured retentions shall be declared to and are subject to approval by CITY. At the option of the CITY, either the insurer shall reduce or eliminate the deductibles or self - insured retentions as respects the CITY, or the CONSULTANT shall procure a bond guaranteeing payment of losses and expenses. (h) In the event that CONSULTANT does not provide continuous insurance coverage, the CITY shall have the right, but not the obligation, to obtain the required insurance coverage at CONSULTANT's expense, and the CITY may deduct all such costs from moneys the CITY owes to the CONSULTANT or from moneys which it subsequently owes to the CONSULTANT. (i) CONSULTANT's Sub - Consultants shall be required to comply with the insurance requirements set forth in this Section. (j) All insurance coverage required to be maintained pursuant to the Agreement by the CONSULTANT or his Sub - Consultants except Workers Compensation and Professional Liability coverage shall name the CITY, its City Council and every officer, agent and employee of CITY as additional insureds with respect to work under this Agreement. 4 S7296.0001.891451 • • Section 13. Indemnification. CONSULTANT is skilled in the services and duties agreed to be performed under this Agreement. CITY, not being skilled in such matters, relies upon the skill and knowledge of CONSULTANT to perform said services according to the professional standards of the community. Therefore, CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council, and each member thereof, and every officer, employee and agent of CITY, from any claims, liabilities, losses or actions, including without limitation attorney's fees and costs, brought by any person or persons arising from any intentional, wrongful, reckless or negligent acts, errors and omissions of CONSULTANT, its employees, agents and contractors in the performance of this Agreement. Section 14. Termination. (a) CITY may cancel this Agreement at any time upon five (5) days written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid full compensation for all services performed by CONSULTANT, in an amount to be determined as follows: For work done in accordance with all of the terms and provisions of this Agreement, CONSULTANT shall be paid an amount equal to the amount of services performed prior to the effective date of termination or cancellation provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would be paid CONSULTANT for the full performance of the services required by this Agreement. Section 15. Information and Documents. All data, information, documents, software and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate. Section 16. Notice. Any notice required to be given to CONSULTANT shall be deemed duly and properly given upon delivery, if sent to CONSULTANT postage prepaid to the CONSULTANT's address set forth below or personally delivered to CONSULTANT at such address or other address specified to CITY in writing by CONSULTANT. 5 S7296.0001.891451 1 Any notice required to be given to CITY shall be deemed duly and properly given upon delivery, if sent to CITY postage prepaid to CITY's address set forth below or personally delivered to CITY at such address or other address specified to CONSULTANT in writing by CITY. CONSULTANT: 1301 Dove Street, Suite 600 Newport Beach, CA 92660 CITY: 211 8th Street Seal Beach, CA 90740 Attn: Keith Evanoff, Dir. of Admin. Services Section 17. Attorney's Fees. In the event of litigation between the parties arising out of or connected with this Agreement, the prevailing party in such litigation shall be entitled to recover, in addition to any other amounts, reasonable attorney's fees and costs of such litigation. Section 18. Fair Employment Practice /Equal Opportunity Acts. In the performance of this Agreement, CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940 -48) and the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C. Section 200e -217), whichever is more restrictive. Section 19. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT. Section 20. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California. Section 21. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. EXECUTED the &I day of 0 , 2006. , at Seal Beach, California. CITY OF SEAL BEACH A Municipal Corporation 6 S7296.0001.891451 • CONSULTANT: DAVID TAUSS, G & ASS ES, INC. DAVID TAUSSIG er President and Secretary APPROVED AS TO FORM: QUINN M. BARROW City Attorney 7 S7296.0001.891451 • • EXHIBIT "A" SCOPE OF WORK S7296.0001.891451 • • EXHIBIT A MELLO -ROOS SPECIAL TAX ADMINISTRATION SERVICES CITY OF SEAL BEACH COMMUNITY FACILITIES DISTRICT NO. 2005-01 SCOPE OF WORK David Taussig & Associates, Inc. ( "Consultant ") shall provide financial consulting services to assist the City of Seal Beach ( "Client ") in the administration of Client's Community Facilities District ( "CFD ") No. 2005- 01. The focus of these services shall be to determine the special tax rates, facilitate the collection of the special taxes, and provide CFD disclosure for fiscal years 2005 -06 through 2007 -08. The specific activities and tasks to be performed under this Scope of Work include the following: Task 1 Land Use Research This task involves determining, gathering and organizing the land use data required to apportion and collect special taxes, and includes the following subtasks: 1.1 Subdivision Research: Identify and obtain copies of all final tract or parcel maps for CFD No. 2005 -01. Determine acreage for each parcel. 1.2 Development Research: Research building permit issuance for each fiscal year. Identify building permit issuance date, tract, and lot for each new building. Review current Assessor's Parcel maps to determine which parcel numbers will be valid for each fiscal year. 1.3 Database Management: Create automated parcel database to include all parcels. Data items will include Assessor's Parcel Number, corresponding tract and lot number, acreage, building square footage, and building permit issuance date. Task 2 Classification of Property This task involves application of the Rate and Method of Apportionment to determine the appropriate special tax classification for each parcel located within CFD No. 2005 -01, and includes the following subtasks: 2.1 Exempt Property: Identify all property owned by public agencies or entities otherwise exempt from the special tax and classify as exempt property. 2.2 Taxable Property: Identify all taxable properties and classify each as "Developed Property" or "Undeveloped Property." Assign each "Developed Property" to the appropriate special tax class. Ciry of Seal Beach CFD No. 2005 -01 Page A.1 Mello -Roos Special Tax Administration Services May 23, 2006 • • Task 3 Financial Analysis This task involves calculating the Special Tax Requirement for fiscal years 2006 -07 and 2007 -08 and allocating it to property in CFD No. 2005 -01, and includes the following subtasks: 3.1 Determine Special Tax Requirement: Assist Client with the preparation of an administrative expense budget. Confirm interest and principal payments. Determine any other charges or credits to tax levy. 3.2 Special Tax Rates: Based on tax classifications and special tax requirement, compute the special tax rates for fiscal years 2006 -07 and 2007 -08 for all classifications of taxable property. Task 4 Report Preparation This task includes the preparation of an Annual Special Tax Report for CFD No. 2005 -01 containing the findings of the financial analysis and an explanation of the methodology employed to apportion the special taxes. Included in the report is a list of special taxes by Assessor's Parcel which can be used as the exhibit to the resolution authorizing the levy and collection of special taxes for fiscal years 2006 -07 and 2007 -08. Task 5 Submittal of Special Taxes to County of Orange This task involves submitting the special tax levy on or before August 10, of each year, or such other date specified by the County of Orange to the Auditor - Controller for inclusion on the consolidated property tax bills for fiscal years 2006 -07 and 2007 -08. The special tax levy will be submitted on magnetic tape or other media as specified by the County. Task 6 Delinquent Property Owner Research This task involves the review and research of County records to determine which parcels are delinquent in the payment of property and special taxes, and includes the following subtasks: 6.1 Delinquent Special Tax Report: Review special tax payment information from the County of Orange. Determine which parcels are delinquent and the corresponding amount of delinquent special taxes. Prepare report summarizing the amount of delinquent special taxes. 6.2 Collection of Delinquent Special Taxes: Assist Client with the development of procedures to cure delinquent special taxes. Assist with the preparation of demand letters as necessary. Task 7 Roll Changes and Adjusted Property Tax Bills This task involves monitoring any changes to the secured tax roll which necessitate new or adjusted property tax bills. This task includes the calculation of new or adjusted bills and the preparation of requests to the County to prepare such bills. City of Seal Beach CFD No. 2005 -01 Page A.2 Mello -Roos Special Tax Administration Services May 23, 2006 • • Task 8 Responses to Property Owner Questions This task involves the provision of information to individuals and other interested parties regarding the amount and calculation of the special tax in fiscal years 2006 -07 and 2007 -08. Task 9 Monthly Review of All Funds and Accounts This task involves continuous monitoring of fiscal agent financial statements for all funds and accounts for CFD No. 2005 -01 to assure the fiscal agent is adhering to the "Fiscal Agent Agreement." Prepare monthly report of financial activity for all funds showing account balances, interest earnings and other revenues, and expenditures. Task 10 Meetings Consultant will attend the City Council meeting each fiscal year at which the resolution authorizing the levy and collection of special taxes is scheduled for adoption. Task 11 CFD Disclosure This task involves assisting Client meet the annual disclosure requirements of SB 1464, the 1992 Mello - Roos Amendment Bill, and includes the following subtasks: 11.1 Submit required data to the California Debt and Investment Advisory Commission each October in compliance with Section 53359.5 of the Government Code as stated in SB 1464. 11.2 Provide special tax disclosure documents to Client for resale properties pursuant to Section 1102.6b of the Civil Code and Section 53340.2 of the Government Code as stated in SB 1464. 11.3 Assist Client in the preparation of material required by the Issuer Continuing Disclosure Certificate. 11.4 Assist Client in the preparation of material in compliance with Section 53411 of the Government Code as stated in SB 165. 11.5 Act as Dissemination Agent under the Issuer Continuing Disclosure Certificate and Property Owner Disclosure Certificate. City of Seal Beach CFD No. 2005 -01 Page A.3 Mello -Roos Special Tax Administration Services May 23, 2006 • • EXHIBIT `B -1" FEE SCHEDULE S7296.0001 891451 • • EXHIBIT B MELLO -ROOS SPECIAL TAX ADMINISTRATION SERVICES CITY OF SEAL BEACH COMMUNITY FACILITIES DISTRICT NO. 2005-01 FEE SCHEDULE Professional Services Fee Consultant shall charge the following hourly fees for services related to Tasks 1 through 11: President $190 /Hour Senior Vice President $180/Hour Vice President $180/Hour Manager $160/Hour Senior Associate/Engineer $140/Hour Associate $130/Hour Senior Analyst $120/Hour Analyst $110/Hour Research Assistant $ 85/Hour Subject to the limitations below, fees related to Tasks 1 through 11 shall not exceed $9,500 for each fiscal year. Monthly progress payments will be made by Client upon presentation of invoice by Consultant providing details or services rendered and expenses incurred. At Client's request, services in addition to those identified in the Scope of Work may be provided if the total fee required to complete Tasks 1 through 11 is less than $8,500. Alternatively, if the Scope of Work can be completed for less than the maximum amount, only the hours actually expended will be billed. In addition to fees for services, Client will reimburse Consultant for travel, photocopying, database services or materials, facsimile and telephone calls, clerical services, and other out -of- pocket expenses, in an amount not to exceed $850. LIMITATIONS If the maximum amount has been exceeded as a result of "extraordinary" consulting services required in connection with Task 8, such additional services in excess of the maximum shall be billed at the hourly rates listed above. For the purposes of this section, services rendered in connection with Task 8, which exceed $1,000 shall be considered extraordinary. Additional services other than those necessary to amend errors on the part of Consultant in Tasks 1 through 11 are not covered by the maximum fee listed above. The preceding professional fees and hourly rates apply for a 24 month period from execution of the Agreement and are subject to a cost -of- living and /or other appropriate increase every 12 months thereafter. Consultant generally reviews its professional fees and hourly rates annually and, if appropriate, adjusts them to reflect increases in seniority, experience, cost -of- living, and other relevant factors. Consultant shall notify Client in advance of any such increase. J \PROPOSAL\ADMIN\CALIF\Seal Beach city \CFD2005- 01_Agreement doc City of Seal Beach CFD No. 2005 -01 Page B. 1 Mello -Roos Special Tax Administration Services May 23, 2006 • • • EXHIBIT `B -2" SCHEDULE OF PAYMENT CONSULTANT shall submit an itemized statement to CITY for its services performed in a form approved by CITY, which shall include documentation setting forth in detail a description of the services rendered and the hours of service. CITY shall pay CONSULTANT the amount of such billing within thirty (30) days of receipt of same. S7296.0001.891451