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HomeMy WebLinkAboutHDL Coren & Cone 2019-09-06COU No.1920-119 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this 6th day of September, 2019 ("Effective Date"), by and between SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "Successor Agency" and HDL Coren & Cone, a corporation, organized and in good standing under the laws of the state of California, hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts: a. Successor Agency requires consulting services related to the Preparation of a Fiscal Consultant's Report for Successor Agency to the Ukiah Redevelopment Agency in connection with the Series 2019A Tax Allocation Refunding Bonds (Ukiah Redevelopment Project) and/or the Successor Agency to the Ukiah Redevelopment Agency, Series 2019B Tax Allocation Refunding Bonds (Ukiah Redevelopment Project) (the Refunding Bonds"), the proceeds of which will be used to prepay and legally defease all outstanding Ukiah Redevelopment Agency (Ukiah Redevelopment Project), Tax Allocation Refunding Bonds, Series 2007, issued in the aggregate principal amount of $5,595,000 (the "Series 2007 Bonds"); the Ukiah Redevelopment Agency, Ukiah Redevelopment Project, Tax Allocation Bonds, 2011 Series A, issued in the aggregate principal amount of $5,180,000 (the "Series 2011A Bonds"); and, the Ukiah Redevelopment Agency, Ukiah Redevelopment Project, Taxable Tax Allocation Housing Bonds, 2011 Series B, issued in the aggregate principal amount of $3,250,000 (the "Series 2011B Bonds" and, together with the Series 2011A Bonds and the Series 2007 Bonds, the "Prior Bonds"). b. Consultant represents that it has the qualifications, skills, experience and proper licenses to provide these services, and is willing to provide them according to the terms of this Agreement. c. Successor Agency and Consultant agree upon the Scope -of -Work and Work Schedule attached hereto as Attachment "A", describing contract provisions for the project and setting forth the completion dates for the various services to be provided pursuant to this Agreement. TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in detail in the attached Scope -of -Work (Attachment "A"). 2.0 SCOPE OF SERVICES 2.1 As set forth in Attachment "A". 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between Successor Agency and Consultant. The written Agreement shall be in the form of an Amendment to this Agreement. PAGE 1 OF 8 COU No.1920-119 3.0 CONDUCT OF WORK 3.1 Time of Completion. Consultant shall commence performance of services as required by the Scope -of -Work upon receipt of a Notice to Proceed from City and shall complete such services to the City's reasonable satisfaction, even if contract disputes arise or Consultant contends it is entitled to further compensation. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, if bonds are issued Consultant shall receive a fee in the amount of $22,500 ("the Fee"), plus the cost of any actual incurred expenses to be paid from bond proceeds. If bonds are not issued, Consultant shall receive a percentage of the Fee based on the percentage of consulting service completed. Incurred expenses include such items as express deliveries, travel to rating agency and insurance presentation and/or overnight accommodations, and other out-of-pocket expenses. Additional services, as defined in Item 11 of Attachment A, when approved by written contract amendment, will also shall be based on fees as listed in Attachment "A". 4.2 Changes. Should changes in compensation be required because of changes to the Scope -of -Work of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope -of -Work" means different activities than those described in Attachment "A" and not additional time to complete those activities than the parties anticipated on the date they entered this Agreement. 4.3 Sub -contractor Payment. The use of sub -consultants or other services to perform a portion of the work of this Agreement shall be approved by Successor Agency prior to commencement of work. The cost of sub -consultants shall be included within guaranteed not -to -exceed amount set forth in Section 4.1. 4.4 Terms of Payment. All fees will be billed and payable the sooner of the close of the bond sale, one year from authorization to proceed or upon the Successor Agency's determination not to proceed with the issuance of the bonds, the fee, less $5,000, will be prorated based upon the percentage of completion of the scope of work at the time of the Successor Agency's determination. If the scope of work has been completed prior to the Successor Agency's determination not to proceed with the issuance of the bonds the fee, less $5,000, will be due and payable thirty (30) days after receipt of invoice by Successor Agency. The invoices shall provide a description of each item of work performed, the time expended to perform each task, the fees charged for that task, and the direct expenses incurred and billed for. Invoices shall be accompanied by documentation sufficient to enable Successor Agency to determine progress made and to support the expenses claimed. 5.0 ASSURANCES OF CONSULTANT 5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for its acts or omissions. Consultant (including its agents, servants, and employees) is not the Successor Agency's agent, employee, or representative for any purpose. It is the express intention of the parties hereto that Consultant is an independent contractor and not an employee, joint venturer, or partner of Successor Agency for any PAGE 2 OF 8 COU No.1920-119 purpose whatsoever. Successor Agency shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by Consultant under this Agreement, and the general public and all governmental agencies regulating such activity shall be so informed. Those provisions of this Agreement that reserve ultimate authority in Successor Agency have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and Successor Agency. Consultant shall pay all estimated and actual federal and state income and self- employment taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and any other benefits required by law for himself and his employees, if any. Consultant agrees to indemnify and hold Successor Agency and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Consultant, including the legal costs associated with defending against any audit, claim, demand or law suit. Consultant warrants and represents that it is a properly licensed professional or professional organization with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to Successor Agency. Consultant has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Consultant shall not in the performance of this Agreement employ a person having such an interest. If the Successor Agency Chairperson determines that the Consultant has a disclosure obligation under the Successor Agency's local conflict of interest code, the Consultant shall file the required disclosure form with the Secretary within 10 days of being notified of the Successor Agency Chairperson's determination. 6.0 INDEMNIFICATION 6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2 Consultant shall not begin work under this Agreement until it procures and maintains for the full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG 20 10 10 01 and Commercial General Liability Coverage — Completed Operations Form No. CG 20 37 10 01. 2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. PAGE 3 OF 8 COU No.1920-119 3. Worker's Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance. 4. Errors and Omissions liability insurance appropriate to the consultant's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability. B. Minimum Limits of Insurance Consultant shall maintain limits no less than: 1. General Liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per occurrence limit. 2. Automobile Liability: $2,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers Compensation and Employers Liability: Worker's compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 4. Errors and Omissions liability: $2,000,000 per occurrence. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the Successor Agency. At the option of the Successor Agency, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to the Successor Agency, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages a. The Successor Agency, it officers, officials, employees and volunteers are to be covered as additional insureds as respects; liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, hired or borrowed by the Consultant for the full period of time allowed by law, surviving the termination of this Agreement. The coverage shall contain no special limitations on the scope -of -protection afforded to the Successor Agency, its officers, officials, employees or volunteers. PAGE4OF8 COU No.1920-119 b. The Consultant's insurance coverage shall be primary insurance as respects to the Successor Agency, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the Successor Agency, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Successor Agency, its officers, officials, employees or volunteers. d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Worker's Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the Successor Agency, its officers, officials, employees and volunteers for losses arising from Consultant's performance of the work, pursuant to this Agreement. 3. Professional Liability Coverage If written on a claims -made basis, the retroactivity date shall be the effective date of this Agreement. The policy period shall extend one year from date of final invoice. 4. All Coverages Each Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Successor Agency. E. Acceptability of Insurers Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB -1 for short-term credit rating. F. Verification of Coverage Consultant shall furnish the Successor Agency with Certificates of Insurance and with original Endorsements effecting coverage required by this Agreement. The Certificates and Endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Certificates and Endorsements are to be on forms provided or approved by the Successor Agency. Where by statute, the Successor Agency's Workers' Compensation - related forms cannot be used, equivalent forms approved by the Insurance PAGE OF 8 COU No.1920-119 Commissioner are to be substituted. All Certificates and Endorsements are to be received and approved by the Successor Agency before Consultant begins the work of this Agreement. The Successor Agency reserves the right to require complete, certified copies of all required insurance policies, at any time. If Consultant fails to provide the coverages required herein, the Successor Agency shall have the right, but not the obligation, to purchase any or all of them. In that event, the cost of insurance becomes part of the compensation due the contractor after notice to Consultant that Successor Agency has paid the premium. G. Subcontractors Consultant shall include all subcontractors or sub -consultants as insured under its policies or shall furnish separate certificates and endorsements for each sub- contractor or sub -consultant. All coverage for sub -contractors or sub -consultants shall be subject to all insurance requirements set forth in this Paragraph 6.1. 6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Consultant agrees, for the full period of time allowed by law, surviving the termination of this Agreement, to indemnify the Successor Agency for any claim, cost or liability that arises out of, or pertains to, or relates to any negligent act or omission or the willful misconduct of Consultant in the performance of services under this contract by Consultant, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by the Successor Agency, or arising from the active negligence of the Successor Agency. "Indemnify," as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, consultants, experts and expert witnesses, and litigation expenses. References in this paragraph to Successor Agency or Consultant, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.1 Ownership of Work. All documents furnished to Consultant by Successor Agency and all documents or reports and supportive data prepared by Consultant under this Agreement are owned and become the property of the Successor Agency upon their creation and shall be given to Successor Agency immediately upon demand and at the completion of Consultant's services at no additional cost to Successor Agency. Deliverables are identified in the Scope -of -Work, Attachment "A". All documents produced by Consultant shall be furnished to Successor Agency in digital format and hardcopy. Consultant shall produce the digital format, using software and media approved by Successor Agency. 7.2 Governing Law. Consultant shall comply with the laws and regulations of the United States, the State of California, and all local governments having jurisdiction over this Agreement. The interpretation and enforcement of this Agreement shall be governed by California law and any action arising under or in connection with this Agreement must be filed in a Court of competent jurisdiction in Mendocino County. PAGE t", OF COU No.1920-119 7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 7.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 7.6 Assignment. Consultant's services are considered unique and personal. Consultant shall not assign, transfer, or sub -contract its interest or obligation under all or any portion of this Agreement without Successor Agency 's prior written consent. 7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. 7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of the Agreement; 2) because funds are no longer available to pay Consultant for services provided under this Agreement; or 3) Successor Agency has abandoned and does not wish to complete the project for which Consultant was retained. A party shall notify the other party of any alleged breach of the Agreement and of the action required to cure the breach. If the breaching party fails to cure the breach within the time specified in the notice, the contract shall be terminated as of that time. If terminated for lack of funds or abandonment of the project, the contract shall terminate on the date notice of termination is given to Consultant. Successor Agency shall pay the Consultant only for services performed and expenses incurred as of the effective termination date. In such event, as a condition to payment, Consultant shall provide to Successor Agency all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant under this Agreement. Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder, subject to off -set for any direct or consequential damages Successor Agency may incur as a result of Consultant's breach of contract. 7.9 Execution of Agreement. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. Alternatively, this Agreement may be executed and delivered by facsimile or other electronic transmission, and in more than one counterpart, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. When executed using either alternative, the executed agreement shall be deemed an original admissible as evidence in any administrative or judicial proceeding to prove the terms and content of this Agreement. 8.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail (certified or registered) addressed to the parties as follows: SUCCESOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF UKIAH 300 SEMINARY AVENUE UKIAH, CALIFORNIA 95482-5400 PAGE 7 OF 8 HDL COREN & CONE DAVID SCHEY, PRINCIPAL 120 S. STATE COLLEGE BLVD, STE 200 BREA, CALIFORNIA 92821 COU No.1920-119 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT BY: PRINT NAME: David Schey IRS IDN Number: 95-4398586 Date: September 12, 2019 SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF UKIAH BY: 1 MAURE'EN MULHEREN Date CHAIRPERSON ATTEST 12'W Lot[w SECRETARY PAGE 8 OF 8 _a5-.6 Date HdL Corcn & Cone July 8, 2019 Mr. Daniel Buffalo Finance Director City of Ukiah 300 Seminary Avenue Ukiah, CA 95482 ATTACHMENT A Dear Mr. Buffalo: HdL Coren & Cone is pleased to present this proposal to provide services for the preparation of a fiscal consultant's report for the anticipated issuance of the 2019 Tax Allocation Refunding Bonds by the Successor Agency to the Ukiah Redevelopment Agency (the "Successor Agency"). We understand that the proposed financing will be secured by a pledge of revenue from the former Ukiah Redevelopment Project Area (the "Project Area"). Description of the Firm's Business HdL Coren & Cone (HdLCC) was established in 1992 to provide property tax data base management, analytical and auditing services to cities, redevelopment agencies, special districts and Counties. HdLCC, along with Hinderliter de Llamas & Associates and HdL Software comprise the HdL Companies. The HdL Companies are located in Brea, California. Our services are based upon the firm's large investment in computers and specially designed software for the management of large property tax databases. We currently have on line more than 400 gigabits of property tax data, including the complete secured and unsecured tax rolls for Mendocino County since 2002. Our software capability gives us the ability to audit an entire county for the benefit of our clients. Over the years, we have corrected the allocation of $3.2 billion in assessed values resulting in the recovery of more than $29 million for our clients. HdLCC currently is providing on-going property tax analytical and auditing services for over 230 cities, counties, redevelopment agencies and special districts. For these clients we serve as adjunct staff on all property tax matters, including auditing county allocation procedures, researching property tax related issues, providing revenue estimates to assist in the budget process, and preparing updated tables for continuing disclosure. In addition to our property tax expertise HdLCC has extensive experience working with redevelopment agencies and redevelopment finance. Prior to the dissolution of redevelopment agencies by the State of California, we assisted numerous redevelopment agencies with statements of indebtedness, annual financial reports low -and -moderate income housing calculations, including deficit reduction plans and excess surplus calculations. HdLCC has participated in the issuance of tax increment supported debt for more than 200 bond issues involving more than $5.2 billion of total bonds. Since the dissolution of redevelopment agencies by the State, we have participated in the refinancing of existing bonds for more than 45 separate successor agencies. HdLCC has been at the forefront of the analysis and implementation of AB xl 26, AB xl 27, AB 1484 and SB 107. We have worked with our client agencies, county auditor controllers and other 1EA 120 S. State College Blvd. 714.879.5000 1 hdlcompanies.com j Suite 200 Brea, CA 92821 Mr. Daniel Buffalo Successor Agency to the Ukiah Redevelopment Agency July 8, 2019, Page 2 consultants to determine how these new laws would affect redevelopment in California and to assist former redevelopment agencies to adapt to and work within the new laws. Staff Assignment for Preparing Fiscal Consultant Report David Schey will be the principal responsible for services to the Successor Agency. All of the HdLCC staff will be available to assist as needed with services to the Successor Agency. Mr. Schey's principal associate for services to the Successor Agency will be Cheryl Murase. All HdLCC staff is located in the Diamond Bar Office and may be reached at (714) 879-5000. Scope of Services The services under this proposal include the following: 1. A historical review of the assessed values of the former Project Area; 2. An investigation and verification, if required, of any anomalies or discrepancies revealed by the historical review of the Project Area assessed values; 3. A projection of tax increment revenues through the term of the Bonds for the former Project Area based upon 2019-20 assessed values, property tax growth trends and transfers of ownership; 4. A listing of the top ten taxpayers in the Project Areas and a determination of their tax payment status (i.e. delinquencies); 5. A review of the tax allocation and disbursement procedures of Mendocino County in the aftermath of AB xl 26, AB 1484 and SB 107; 6. A review of outstanding appeals of property taxes for the Project Area subject to the availability of appeals data from the County Assessment Appeals Board; 7. A review of any proposed or recently adopted legislation and its impact on the pledge of the tax increment revenues of the Project Area; 8. Preparation of the Fiscal Consultant Report describing our assumptions and presenting our projections of the Project Area revenues as well as an aggregation of these revenues for inclusion with the offering documents of the proposed bond issuance; 9. Attendance at one meeting as authorized by the Successor Agency and preparation for and participation in the ratings process. Direct costs for travel to attend this meeting will be billed based only on actual out of pocket expenses. These travel costs, if any, will be in addition to the fee indicated below. If the ratings process requires travel outside of Southern California, travel costs will be billed as additional incurred expenses as outlined below; 10. Review of the bond issuance offering documents as they relate to the Project Area revenues and issues discussed in the Fiscal Consultant Report; 11. Additional Services are services not described above which are authorized in writing by the Successor Agency. Additional Services may include, but are not limited to, additional meetings and presentations to rating agencies and insurance companies. Fees 120 S. State College Blvd. 714.879.5000 1 hdlcompanies.com 1 Suite 200 Brea, CA 92821 Mr. Daniel Buffalo Successor Agency to the Ukiah Redevelopment Agency July 8, 2019, Page 3 HdLCC is prepared to provide the fiscal consulting services outlined above for a fee of $22,500 plus the cost of any actual incurred expenses. Actual incurred expenses include such items as express deliveries, travel to rating agency and insurance presentation and/or overnight accommodations, and other out-of-pocket expenses, which may be incurred. Additional Services described in Item 11 above will be provided at the following hourly rates plus 1.15 times actual incurred expenses. Partner $225.00 per hour Principal $195.00 per hour Associate $150.00 per hour Analyst $100.00 per hour All fees will be billed and payable the sooner of the close of the bond sale, one year from authorization to proceed or upon the Successor Agency's determination not to proceed with a bond issue. In the event that the Successor Agency determines not to proceed with the issuance of the bonds, the fee, less $5,000, will be prorated based upon the percentage of completion of the scope of work at the time of the Successor Agency's determination. If the scope of work has been completed prior to the Successor Agency's determination not to proceed with the issuance of the bonds the fee, less $5,000, will be due and payable. Schedule We are prepared to proceed with the Scope of Work based on your verbal authorization and in a time -frame as required in order to accommodate the Successor Agency's schedule. The completion of Additional Services, if any, will be scheduled at the time of authorization. An authorized signature below will be considered our authorization to proceed. Please call David Schey if you have any questions. HdL Coren & Cone Da.Vi oG Sauty Principal Authorized: CILLUATi' Signature M ACiAlaEaN M WA -WREN Printed Name Mk�oR Title -2C-19 Date Bond Services/Proposal/Ukiah SA - 2019/Ukiah SA — 2019 Tax Allocation Refunding Bonds 120 S. State College Blvd. 714.879.5000 hdlcompanies.com 1 Suite 200 Brea, CA 92821